Animal Instincts:Infected Humanity (Book 1)
by OfficialUSMWriter
Summary: S.H.E.I.L.D Academy is attacked with a toxic gas and only the heroes with animal genetics are affected (Including the witty hero Spider-Man) The Avengers, Shield, and a group of villains are forced to team up in hopes to find a cure, all while the infected heroes mutate into wild and feral creatures. Then infected start getting smarter, and they don't want to be contained!
1. My Web! No Touchy!

Run.

Run. Run. Run.

That's all Spider-Man could think of: Run! But he couldn't just run off, no matter what his instincts repeatedly told him to do. Right now, his team(s) really needed a functioning leader. _But they're going to get you_! The sane part of him would argue, which Spider-Man stubbornly shushed. He really needed to focus right now, and ones' inner voice could get remarkable distracting.

So he took a deep breath, and looked over the scene before him and tried to spot enemies among the shadows. "Everyone, regroup." Spider-Man commanded, landing in the center of the training room. Immediately, his fellow comrades were there with him, they formed a circle, back to back, looking for their opponents.

"So, what's the plan Spidey?" Agent Venom asked nervously, his stance was little shaken up, but he held his fists up and ready.

"Hmm…what kind of plan would work on _them_?" Spider-Man wondered out loud, tapping his chin thoughtfully.

Nova's glow shone bright around everyone, which also proved to be their only source of light in the darkened room. He hovered a few inches off the ground as he proclaimed, "Figure it out Webs! That's why you're the leader!" Spider-Man would have teased Nova about actually addressing him as the leader, if not for the sarcasm that seemed to be literally dripping from his tone.

Spider-Man scowled, a million thoughts racing through his head. But before he could come up with any plan, there was a low whistling noise. "Watch out!" Spider-Man called, ducking as everyone followed his example. But there was an indignant cry, and sudden Kazar was pulled into the shadows. Zabu growled in displeasure at his brothers' disappearance and bared his fangs angrily; fur bristled and stood on edge.

"Easy there," White Tiger comforted sub-consciously next to Zabu, and rubbed his ears comfortingly with one hand, all while keeping a defensive stance and alert gaze as her eyes wondered through the shadows as well.

They couldn't see with all this darkness, if they were to take down their enemy they needed light. Spider-Man could barely make out figures stalking in the shadows, slowly surrounding his team. They were all sitting ducks right now. Abruplty, there was a familiar tingling in Spider-Man's skull and he knew it was now or never. "Nova light us up!" Spider-Man yelled as he dodged another attack.

Nova rose higher in a flash, and shone brighter, encasing the room in his light. The familiar faces of the Avengers greeted the teens, as they noted that they were, in fact, surrounded. Spider-Man was barely able to dodge one of Hawkeye's net arrows, which instead flew past and hit Power-Man. "Really?" the muscled teen grumbled in annoyance, but broke through the net with ease.

"What? I miss one, I always get another." Hawkeye smirked at them, a new arrow already notched in his bowstring.

"Hey, if you guys want to give up we totally understand." Iron Mans cocky voice called. The genius allowed himself to light up his armor, due to the darkness withdrawal from Nova. His arms were crossed over his metal-covered chest, in a lazily triumphant stance, as he hovered in the air with his suit boosters. "I would probable surrender too if I was in your position."

Spidey and his team scowled. It was Nick Fury's idea to let them train against the Avengers, they all knew they were poorly out skilled, and would most likely lose without a doubt. But they _were_ also a stubborn bunch, and utterly refused to surrender. Even to the Avengers. "I don't think so," Spider-Man answered for his team, getting into his normal spider crouch. "Kay' team(s), get ready!"

"Avengers go!" Captain America called, and the Avengers jumped into action.

Spider-Man immedianly took control and called out, "Power-Man, Rhino your guys are on Hulk. Dagger, Cloak, you're on Hawkeye. Iron Spider and Iron Fist, get on Iron Man. White Tiger, and Zabu your on Black Widow. Squirrel Girl, and Nova on Falcon. Agent Venom, and Triton your with me against Captain America!" Spider-Man jumped forward, "Lets show em' what S.H.I.E.L.D Academy can do!" the rest of them followed after him with a bold battle cry.

Power-Man and Rhino charged the Hulk, who scoffed in amusement. "Get ready to be smashed!" Hulk jeered in his usual deep, gruff voice, now tinted with humor, as ran forward to meet them.

Cloak transported himself and Dagger next to Hawkeye, said archer quickly rolled to the side with an arrow already aimed and ready. "Hmm, I suppose I need a work-out." He smirked to himself, "Better notch of your skill level kids, I'm not going easy." and let loose his arrow. Cloak teleported away from the projectile and appeared right behind the archer, "Funny," he lamented. "I was going to say the same to you."

Iron Spider and Iron Fist approached Iron Man; Iron Spider hovered in front of the billionaire genius. "So you're the kid who donned the Iron Spider suit." Tony Stark observed casually, "I designed it ya know."

"I know," Amadeus Cho answered from inside. "I could tell by the design flaws that I often find in your projects. So I upgraded most of it, it should work a lot smoother now. Now let's see who has suit is better." His words all but screamed: Challenge!

"Design flaws?" Tony sputtered in disbelief. "For that, I'm not going easy, on either of you."

"We wouldn't have it any other way," the calm and collected voice of Iron Fist spoke. He jumped high in the air, his fist aglow with power, "HIYAAA!"

White Tiger and Zabu leaped at Black Widow, both with an intimidating growl bubbling up their throats. "Okay kitties," Black Widow spoke boredly. . "Let's get this over with, shall we?" White Tiger willed her claws out with a compelling _shink_ , Zabu poised himself by her side. "Lets." White Tiger agreed, Zabu roared approvingly.

Nova and Squirrel Girl, with her small squirrel companions, raced to Falcon. "I'll get him from above, you hit from below. Got it?" Nova said, flying high toward Falcon.

"Got it." Squirrel Girl piped back.

"Yes, all right. Thank you for telling me your plan." Falcon called, shooting some of the red beams at them from his wings. "Now I know what to expect." He shot abruptly toward Nova, hitting the kid (softly) in shoulder and sent him careening to the floor next to Squirrel Girl.

Spider-Man flipped high in the air, landing in a perfect crouch in front of Captain America. Triton and Agent Venom were ready by his side. "Nice plan Spider-Man," Cap briefly complimented, he held up his shield to block a punch from said arachnid.

"Thanks Cap," Spider-Man beamed at him, a small burst of pride flickered in the teens chest.

"Hey, no complimenting the other team!" Iron Man scolded the American icon, while shooting a repulsor beam at Iron Fist and dodging another energy beam from Iron Spider.

Captain America rolled his eyes under his helmet. "This isn't a contest Tony."

"Yes it is." The voices of almost everyone else echoed back. Both Cap and Spidey groaned in exasperation, giving each other knowing looks as they fought. "Take this!" Agent Venom shouted, letting his missile launchers rise out of the suit and shoot at Captain America. The solider rolled away from one, while blocking another with his shield.

While Triton was an exceptional fighter, he still wasn't the best at fighting on land with hand-to-hand combat, especially against people who have trained differently than he had. If he had at least a small of water it would be a real exceptional fight, but they didn't, so he just stood there kind of awkwardly; trying to mimic some of moves Spider-Man and Agent Venom's did, in hopes of hitting his target. Spider-Man saw him struggling, "Hey Triton, use your arms to block him. And watch your legs; he'll try to sweep them out from under you."

"Good idea." Captain America complimented again, and swept the inhumans feet away with a swift kick. But before the Inhuman could hit the floor, Cap delivered a smooth (but still sort-of soft) punch, so Triton flew back and hit the wall. "Down," Cap proclaimed. Triton nodded in defeat, though he didn't look too disappointed.

"Sorry," Spider-Man apologized to him.

"All is well," Triton assured, actually looking relieved to be taken out of the battle and went to sit against the wall on the far side of the room with Kazar, who earlier had been 'downed' as well. "That was rude," Spider-Man commented bluntly and turned to Cap.

"The battlefield won't always be fair," Cap answered wisely.

"Yeah, you're right…well, at least let me return the favor." Spider-Man retorted, feigning a hit at Captain America's torso, but actually dropping down on his hand and trying to knock the Captains feet out from under him. Cap managed to barely dodge the attack, but it left him unbalanced. The soldier flipped backwards to prevent falling, but that forced him to momentarily drop his shield and roll away. Once he was back on his feet, he ran to retrieve his shield, but Agent Venom intervened. The symbiotic hero was no match for the skills of the man out of time, but he was holding up a good enough fight for Spider-Man to take a moment and observe the rest of the battlefield, to see how everyone else was doing.

Rhino and Power-Man were holding up pretty good against Hulk, though they looked to be getting tired. Hulk was used to having to constantly fight against others who could match his strength, and fighting someone strong and experienced was taking its toll on the super-powered teens.

With Dagger and Cloak, Hawkeye had ensnared Cloak before the teen could teleport away and gave a roubd-house kick which knocked the teen away, before proclaiming him "Down," leaving Dagger to fend off against the archer herself. She seemed to be doing pretty good, but Hawkeye was quickly gaining the upper hand.

Iron Spider and Iron Fist were an exceptional team. Well…until Iron Man took an impeccable shot and knocked Iron Spider away. But before Iron Man could call nominate him "Down," Iron Spider was up again, but his suit was slightly malfunctioning. "Who's got the best suit now?" Tony snarkily laughed. With Iron Spider almost 'down', and Iron Fist not having the technological advantage like Tony, they wouldn't last much longer.

Black Widow had knocked Zabu down, and the big cat was happily purring next to Kazar with the other downed heroes. White Tiger was barely handling the expertise of Black Widow, focusing on only defense for she had no chance to switch to offense. One more venom blast from the former-assassin and White Tiger would be down for the count.

Falcon had earlier knocked down Nova, and just finished off Squirrel Girl and her furry companions and flew to help Hulk; causing trouble for Power-Man and Rhino.

Spider-Man looked back to Agent Venom; the symbiotic hero was being forced down to his knees; pushing against Cap's shield while Cap pushed it back forcefully. "Uh, Spidey?" Agent Venom squeaked. "Little help?"

Spider-Man shot two webs at Captain America's back and pulled him away. "Whoa, whoa, you guys weren't going to continue without me?" Spidey scolded Cap, before shouting, "Hey team! Wanna switch dance partners?"

Without even replying they all reacted. Rhino and Power-Man moved away from the oncoming assaults from Hulk and Falcon, and instead hit into Iron Man. Iron Spider was down, so Iron Fist moved to Black Widow allowing White Tiger to escape the onslaught and attack Captain America. Spider-Man and Agent Venom swung over to Hulk and Falcon, Spider-Man landed in front of the Green Goliath, while Dagger threw her own light daggers at Falcon, and Agent Venom went after Hawkeye.

The Avengers were struck with momentary surprise, before quickly adjusting to the sudden change. Fortunately, Agent Venom was still able to knock Hawkeye away, using the symbiotes ability to absorb things to fend off the archer's arrows. "Down," Agent Venom proudly exclaimed as Hawkeye fell back.

"Yeah, go Agent Venom!" the heroes, both still fighting and the ones sitting out, yelled; some pumping their fists.

"Psh, beginners luck." Hawkeye scoffed, but took his respective seat against the wall.

Spider-Man crouched in front of Hulk, looking incredible small compared to the green giant. "I don't want to hurt you Spidey." Hulk said with a hint of mischief.

"The feelings mutual buddy," Spider-Man replied, but attacked anyway. He ran forward, and feigned jumping up. Hulk fell for it, and reached up to catch him, but was surprised to feel only air. Spidey instead ducked and slid between Hulk's legs, shooting two webs at his back calves and pulled with all his might. Hulk grunted in surprise when he felt his feet get pulled from under him, and he landed with an "Oomph!" and a giant crash.

Spider-Man panted slightly from the exertion, but proclaimed proudly "Down!"

"Whooohooo!" the teens all cheered louder. "GO SPIDEY!"

Hulk gave Spidey a satisfied look, "Nice move," Hulk smirked, "Bug Man" Hulk added and took his spot next to Hawkeye. "Arachnid!" Spidey quickly corrected and went to attack Falcon who had thrown Dagger into Agent Venom and they both went 'down'. Power-Man was 'down' too.

It was now Spidey, Iron Fist, White Tiger, and Rhino against Iron Man, Captain America, Falcon, and Black Widow. They all faced each other, taking a moment to catch their breath. Spider-Man stood up straight and looked at his Avenger foes. "Bring it on! We're not going down without a fight." Spidey said confidently. "Nothin's going to stop us from taking you on!"

Both teams rushed to each other, but were abruptly interrupted by a loud boom and the sudden flash of red lights and S.H.I.E.L.D alarms ringing. Everyone looked accusingly at Spider-Man. "Me and my big mouth." Spidey muttered sheepishly, while rubbing his neck under the stares.

All the wrist communicators the heroes carried beeped to life, and their boss and Director, Nick Fury, popped on screen. "Hey Nick, what's going on?" Spidey asked. "We were just about to give the smack-down to our superiors."

Hawkeye snorted.

"Not entirely sure," Nick replied, though his voice was calm and collected as it ever was. "What we do know is that the Academy has been compromised. Gas bombs just exploded in the ventilation systems. Someone sabotaged the filtering programmed in the main-frame, but we're still not sure who did do it. No one can yet identify what the gas is yet, so I want all of you stay where you are. We're shutting off as many of the vents as we can."

"Whoa." Spider-Man commented. "So, is there anything we can do to help?"

"No." Nick Fury commanded firmly. "You. Stay. Put. You understand me Spider-Man? I'll have your court-marshaled if you so much as take on step out of that room. Fury out." Then the screen went blank. Spider-Man scowled at his wrist, "Why do you always say that to _ME_?" he whined, though the Director didn't reply.

"Because you never do what he says." Powerman laughed; swinging an around Spidey's shoulders. The arachnid glared at the bigger teen, "That's not…completely true."

Powerman chuckled.

It was quiet for a moment, all the heroes stood awkwardly as they observed the room for any signs of the unknown gas. "So, we're pretty much stuck here?" Nova asked conclusively.

"Pretty much," Captain America confirmed with a sigh, watching as the vents in the training room closed. The lights turned back on, filling the room with light once more so it wasn't solely depending on Nova, Dagger, Iron Fist, or Iron man anymore.

"Well that's just great." Hawkeye groaned, slumping back to the ground; taking out his bow and arrows to play around with them.

Iron Man looked around the room in disbelief, "Fury can't possible think that we'll stay here. I'm sure I can identify whatever this gas is, and get rid of it." He said.

"Come off it," Captain America told him. "If Fury thinks we can help, I'm sure he would have said something. Besides, this place is locked up now. If you go out there, some of leaked gas might come in here; and who knows what that'll do." The soldier reasoned.

"Well maybe-"

"No maybes'," Cap interrupted. "We're staying put. End of story." The two had a small, intense stare down before Tony regretfully looked away, mumbling how he hated it when Cap was right. Tony came out of his armor, and pulled a screwdriver from his pocket and pretended to work on his suit. Cap nodded in approval, before joining Hawkeye on the floor, the others followed his example, and sat down to wait out whatever this gas was. Spidey sat down next to Iron Fist and Agent Venom. Agent Venom sheepishly brought out a deck of cards that he had stored in the symbiote. "What?" he asked when he got weird stares. "It was just in case anything like this ever happened. Wanna play War?"

So they played. Which was a mistake as Spider-Man realized War was a game of luck and his luck was the absolute worst, especially after he lost 2 aces, and a few Kings and Queens in the first five minutes. So he excused himself from the terror of game-cards and instead shot a few careful webs and lazily lay on his own widely spun web while listening to the noise below him.

"Is that comfortable?" Spider-Man heard a few moments later, he peaked down to see Tony and a few others looking at him curiously.

"No, I'm just laying up here because I love to get back cramps." Spider-Man sarcastically replied. "Of course it's comfortable." He got up from his web, and carefully maneuvered till he was by the edge of the silky strands.

Tony watched with a little scientific look, "Have I ever mentioned how spidery you are?"

"You know, rumors say that's how I got my name." Said hero chuckled.

"You know what I mean," Tony told him.

Spider-Man shrugged in amusement and lay back in his web, enjoying the comfort and peace, but not daring to fall asleep. He was in the room with superheroes – yes. But superheroes with the attitudes of a 9 year olds (*cough* Tony *cough* Clint *cough* Nova *cough*). If Spider-Man were to fall asleep, he'd wake up with marker mustaches and the words "bug boy" written all over his costume, they'd probable color his mask lenses black too.

"I'm starting to wish I went to Asgard with Thor." Hawkeye ended up saying, so bored he was aimlessly tapping one of his arrows against the walls of the room. Natasha was by him, and annoyingly took his arrow from him and snapped it in half.

"Me too," Tony agreed, "Maybe I could get a look at the Asgardian armor. Perhaps even borrow some for a suit, I mean an Asgardian armor Iron Man suit-that could come in handy with Loki."

"I highly doubt Odin would let you 'borrow' some Asgardian armor." Cap tells him.

Tony stopped his work to scowl at Captain America, "You know you're really starting to rain on my parade." Cap laughs and offers a half-hearted apology.

All the heroes sat, lay, or paced restlessly. It really wasn't healthy to contain a bunch of super powered (more or less) individuals in a small space for a long amount of time, who knows what kind of villain is out there causing mayhem. Granted it's only been 10-15 minutes. But hey - they fight crime on a daily basis, they have the right to get paranoid.

Spider-Man had his hands behind is head, and turned to ignoring any sounds below him. He was just beginning to struggle to keep his eyes open when he felt one of his webs vibrate. By instinct Spider-Man immediately was up and had the intruder pinned to his web before he even fully opened his eyes. "Whoa! Hey, hey I give! Please don't eat me!" came a startled, though annoying, voice.

Spidey blinked, "Nova?"

"Yes! Let me up!" the smaller male commanded. Confused, and kind of annoyed, Spider-Man crawled off him and stared at Nova with a scowl. "What do you think you were doing?"

"They dared me too." Nova tattled, childishly pointing down to where a group of the other heroes were laughing.

Spider-Man scowled harder, "Get off my web!" he grunted, and promptly kicked Nova off. The younger gave a startled noise but hovered in the air before he could hit the ground. Spider-Man looked down at the powerfully immature people below him. "What was that for?" he demanded

"I was just talking about how spiders can feel vibrations in their webs, which is how they catch their prey or as a way they are alerted to any threat." Amadeus told him with a chuckle. "Nova said that ludicrous, and that he could barely touch your web and you wouldn't notice."

"So I dared him to touch it," Hawkeye said casually. "And I just won a bet. You owe me 20 bucks helmet head." Nova grumbled under his breath, and crossed his arms. "I'll pay ya later." He grumbled.

Spider-Man rolled his eyes, "Fine, experiment over. Now just…don't touch my web." He didn't know why, but Spidey's always hated it when people touched his webs, especially when he was laying on it; they always seemed ruined it; his beautiful and comfortable creation. "No touchy." He repeated sternly.

Tony smirked, "Why? Afraid we'll break it."

"Uh, yeah." Spider-Man replied bluntly. "You guys aren't exactly known for keeping things _whole_ and _intact_."

"You do realize how spider-y that seems, right?"

Spider-Man blinked, he lifted up his mask and maturely stuck his tongue at the genius, and then settled back on his web. He ignored the laughs, and relaxed again. Not 2 minutes later something landed roughly on the web, once again Spider-Man was immediately up and looking at his prey…er…uh…his friend, he meant friend.

Iron Spider settled down in Spider-Man's web, "Hey, Spidey you don't mind if I'm up here either do you? I'm a spider too, and we spiders got to stick together right?"

Spider-Man raised an eyebrow, "You were annoyed of Tony weren't you?"

"Oh yeah."

Spider-Man rubbed his face, but nonetheless nodded. "Fine, just try not to move around a lot. And don't break anything." Iron Spider nodded, and just relaxed in the web, crossing his ankles and holding his hands behind his head.. Spider-Man nodded in approval, and turned to settle down. But then there was another dip in the web. This time it was Agent Venom, "Hey bro, can I come up here too? I'm a spider remember?"

The arachnid groaned in frustration, "Unfortunately," He growled. "Okay, but you don't break anything either." Agent Venom nodded. But then, all of the sudden, Natasha was up as well, saying simply "Black Widow," and settled in the web. He didn't even ask her why she was up here. She's Black Widow, and no one questions Black Widow.

Spider-Man looked at the other people below, "Anyone else?" he said in frustration. But that turned to surprise when everyone humorously answered "Yes" and clambered over to the web, mostly to annoy Spidey. "Wait I didn't-" Spider-Man started, but Falcon flew himself and Tony up, Nova grabbed Power-Man and Squirrel Girl, then Cloak teleported himself Dagger, Iron Fist, Kazar, Zabu, Triton, and Hawkeye up.

Hulk and Rhino were the only ones left on the floor below. "Hey, what about us?" Hulk complained.

"Er, sorry buddies," Spider-Man said, shoving Nova away from him. "I think my web is stretched to its limits." And it looked that way. The web dipped achingly far under the intense weight, and looked ready to snap. Spider-Man groaned again and crawled up to the sides of his web, away from the oppressive bodies flailing in the middle. He crossed his arms sourly and glared at them all, silently planning pay-back. But then he noticed how a couple of his webs were firmly connected to the sealed vents. Spider-Mans eye widened as he saw the metal pull out a little. "Wait-Everyone!" he cried. But there was a resounding snap!

Then a _snap! Snap! Snap!_

And everyone one was falling, and ended up in a giant pile on the floor; Spider-Man had Power-Man, Agent Venom, and Dagger sprawled on top of him. "Ow," he groaned weakly. "My internal organs."

"Uh, sorry Spidey," Power-Man said, waiting for Dagger to get off Agent Venom, before rolling Agent Venom off of him. He offered Spider-Man a hand up, which the hero took. He looked around, where his beautiful web was now a sprawling mess of silky strands. It was almost enough to make him weep.

Until he noticed the vent cover the webs were attached to – and that alone almost made him actually cry. There were four vents, to be exact; Spider-Man picked one of them up. "Oh crap!" he looked up where the-now opened-vent just started puffing out a fluffy-looking, white fog into the room. "No! No! No! No! No!" he chanted, and webbed the vents shut. But his webs were too thin and the gas went through it anyway, only at a slower pace.

"What do we do?" Cloak asked at a near panic.

They all looked around frantically, "It's only in the vents right?" Triton said.

"Yeah, I'll bust open the door." Rhino suggested, and ran to the door. "No!" Tony and Amadeus yelled, but there was a loud crunch and the door popped off, before falling out in the hall. More white gas billowed inside the room from out in the corridor. "Oops." came Rhinos voice, slightly muffled; Spider-Man swung over there and helped Rhino up from where he fell. Rhino hurried back inside, Spider-Man behind him.

It wasn't soon before gas filled the whole room. Coughs and hacks echoed in the room, people tried holding their breaths but it didn't work for very long. Spider-Man made himself a web-air bag and breathed through that as best he could, while stumbling around. As he searched his surroundings, he vaguely noticed how soft and fluffy the gas seemed – kind of like a cloud actually.

But those thoughts were rudely interrupted, as someone within the white haze hit into him, and he went sprawling on the ground, losing his web/gas mask in the process. Oh the gas was fluffy alright, enough so that Spider-Man could feel himself choking on it. His spider sense was no longer tingling, but banging a drum in his head while shouting: _DANGER! DANGER! GET THE FRICK FRACK OUT OF THERE!_ Spider-Man whole-heartedly agreed. They had to get out, there had to be someway to-

Cloak! He can teleport! Spider-Man cursed his stupidity, and the stupidity of the 3 geniuses in the room, a boy who could teleport, a girl who was his best friend, and a whole team of heroes who didn't realize they could've just teleported out of there in the beginning. Ah! Curse all their mental stupidity!

"Cloak!" Spider-Man wheezed, it came out weak and choked though. So he tried again. Gathering as much strength as he could, Spider-Man yelled "C-Cloak! Can you tel *cough* teleport us out?"

His voice was muffled from the gas, and Spider-Man was afraid he wasn't heard. But then came Cloaks voice somewhere off to the side, "Sorry Spidey, I can't teleport unless *cough cough* I see you."

Spider-Man felt someone latch onto his arm, and nearly jumped out of his skin. But it was only Squirrel Girl. "Spidey?" she asked weakly, coughing violently into her hand.

"Yeah" he answered. He heard her sigh in relief, and squeezed his arm a little tighter. "Sorry," she apologized, noticing her firm grip, "I just needed to make sure someone was here. This fog creeps me out, every instinct I have is telling me to get out of here."

"Y *cough* eah. Me too." Spider-Man agreed. "Hey, how'd you find me?"

"I heard your voice and just, kind of just…followed it."

Spider-Man's eyes widened as a plan formed in his head, "Cloak, where *hack* where are you?" he shouted.

"Over here!" Cloak yelled back.

"Keep talking! I'll follow your voice!" Spider-Man replied. He and Squirrel Girl started toward where they heard Cloaks voice originates from. "Does anyone see Dagger?" Cloak asked.

"I'm here," came Daggers reply, some ways away from Cloak. "Keep talking Cloak, I'll follow your voice."

Somewhere Captain America seemed to catch on, because Spider-Man heard his powerful voice boom "EVERYONE! MOVE TOWARD CLOAK!"

"Cloak keep talking!" White Tiger yelled. Up ahead Spider-Man could see the soft glow of Nova, then a burst of light from Dagger, as well as Iron Fists glowing fists. Then a black figure appeared within the white gas and Cloak revealed himself, he alternated from sides, while talking and yelling into the gas.

Spider-Man stopped in front of him, Cloak saw and a look of relief painted his face. Squirrel Girl was still clutched onto Spider-Man's arm, though her grip had lessened drastically, and the two helped Cloak call the others over. Soon everyone was there, which was good because the gas-whatever it was-seemed to stick inside Spider-Man's throat, and caused yelling to be extremely difficult.

"I need to *hack* make two rounds to get *cough* everyone." Cloak said. They nodded, and the first group was formed, which consisted of most of the teens, with Falcon and Hawkeye. Cloak's cloak spread out, and engulfed them and they disappeared. Squirrel Girl had let go of Spider-Man's arm, but still looked a little spooked. She kept glancing around the gas, almost like she was looking for something.

Then a thought came to Spider-Man, "Are your squirrels still here?" he asked her.

Squirrel Girl shook her head, "They left before the gas *cough* came." She coughed violently again. "They must have sense it or something…I don't know, I'm still worried about them."

Spidey nodded.

Their short time was spent with hacking and coughing, until finally Cloak reappeared. "Come on," he said, and they all huddled around him. The cloth folded around them, and opened a moment later; only they all tumbled back into the white-atmosphere of the gas. They hadn't gone anywhere. "There are too many people," Cloak winced, "I need _at least_ one person to stay here."

Of course Captain America, Tony, and Hulk volunteered themselves, and then argued with each other, because only one needed to stay behind. Maybe it was the gas, maybe it was the stress, but the whole situation seemed comical to Spider-Man and he chuckled - stupid heroics. He leaned over to Cloak and whispered, "I'll stay, just get those knuckleheads out of here."

"But Spidey-" Cloak immedianly objected.

"I'll be fine," Spidey interrupted wryly, "their Avengers, the world needs them. Just go, besides it could be forever for them to stop arguing."

Cloak looked hesitant, but nodded nonetheless. Spidey stepped back as he scooped up the few remaining heroes, including the surprised Avengers. Spider-Man was left alone in the white haze, coughing and sputtering. He felt a sudden sense of loneliness, and claustrophobia and fought down rising panic. The gas was so thick, and it was just _everywhere_! It seemed press against him and squeeze him together like a wall. Only this wall was not sturdy and if Spidey were to lean against it he would tumble into – seemingly - nothing. It scared him to think of moving, for fear that he would get lost and unable to be found when Cloak came back.

It was really cold too.

What was only a few seconds, felt like an eternity before Cloak finally came back? The teen appeared and swept Spider-Man up, and they left the white gas behind. Spider-Man appeared outside where the others were as well, and gulped in giant breaths of fresh air. He winced at the harsh brightness of the sun.

Spider-Man looked around to everyone else, and could easily discern the concern painted on all of their faces. They just inhaled a mysterious, most likely toxic, gas; which they were strictly ordered not to do by Nick Fury.

Oh, Spidey was _SO_ going to be court-marshaled for this!

Which left two questions: What exactly did they just breathe in?

And, what's going to happen to them now?


	2. I've Caught A Bug!

**I do now own Ultimate Spider-Man! Only the plot!**

All heroes were immedianly rushed to the sick bay on the Tricarrier, where the best doctors and scientists at S.H.I.E.L.D worked to uncover any problems that they might be experiencing. Tony kept trying to assure the doctors that he was fine; JARVIS already did a health scan on him, and decreed him 100% completely okay. But the doctors insisted, and pestered, and nagged until finally Nick Fury told him to sit his butt down and let them look him over.

Tony did.

And he was fine, like he told them. And once the rest of his Avenging team (minus Thor) got the approval of the S.H.I.E.L.D doctors that they were also doing fine as well, they were released from sick bay custody. Only to be called to Nick Furies office for some debriefing right away, which pretty much meant they get to get yelled at for an hour because they allowed Nicks 'precious teen-heroes' to breath the gas.

It was as soon as they were all situated in chairs around the director's desk, where Nick glared at them with one eye, did the Director finally say, "How hard it is to understand: Stay where you are? Or, the words: Toxic Gas?" Nick looked at them expectantly.

Hawkeye coughed uncomfortable, "That's a rhetorical question right?" he asked, and received a glare in return.

"I give you direct orders to stay put," Nick Fury continues. "and what did you do? And, yes, Hawkeye that is also a rhetorical question, so don't answer it." Hawkeye snapped his mouth shut.

Tony raised his hand, like a kid in a classroom, "Actually, we did stay put. We didn't really even ruin the vent covers; that was one of your heroes-the Rhino guy I think. He was the one who busted down the door. So it wasn't really our fault." The genius explained. Nick Fury only glared harder.

"Tony, don't try to put the blame on someone else. As far as I'm concerned, we're all to blame." Steve spoke wisely, though he did sigh tiredly. Tony scowled, but mumbled an indignant "Fine,"

Nick leaned back in his chair, with that unnervingly calm look on his face; the one that promised something bad happening to all of them. "Despite your inability to follow directions, I want you all to tell me what exactly happened in there. " he instructed carefully. "That gas you all breathed could be toxic, or some chemical designed to screw with your body, and if 14 kids, plus 'Earth's Mightiest Heroes' die, then I'm personally feeding your bodies to the sharks Or I might just give them to Dr. Doom so he can experiment on them. Got it?"

The Avengers shifted uncomfortable, they didn't doubt Nick Fury's words. But, besides the strict, macho demeanor Nick kept up, he still cared for those kids; whether he was going to ever admit that, or not. "Yes Sir's" followed throughout the room, before everyone silently voted on Steve telling the one-eyed director the details concerning the gas leakage.

And Steve didn't disappoint. He retold the events exactly how it happened as Nick listened quietly. When he was done, Nick Fury was quiet for a few moments, before he intertwined his hands over his stomach in a casual manner and leaned back into his chair. "Well, that's a ridiculous story, if I ever heard one." He stated factually. "You're telling me the reason the gas got into the training room, was because you decided to pester Spider-Man about his web?"

They all thought for a moment, "Yep," Hulk confirmed after a moment.

Nick Fury sighed in exasperation and rubbed his temples, as if their very presence was giving him a headache. "Know what?" he sighed. "You all go back to your tower. Stark, be sure to examine the sample of the gas I sent you, and just get back to training. I have an Academy to decontaminate, and a group of kids to ground; you're all dismissed."

Steve resisted the urge to salute to the director, habits from the training camps that he still remembered, and he walked out with the rest of his team. Natasha and Clint (sort-of) had been quiet throughout the 'debriefing', probable because they were used to being around the director (being old S.H.I.E.L.D Agents and all), and probable knew when silence was preferred.

"Well that was swell!" Tony spoke sarcastically as soon as they left the office behind, and called for the Quinjet.

LINE BREAK

Spider-Man lay on the medical table; suit still on, as Doctor Conners checked on his vitals and current condition.

"Find anything suspicious Doc?" he asked. Spider-Man was worried about the gas, his spider-sense had been going bonkers around it, and he was admittedly weary of the consequences of breathing it in.

But when Doctor Conner's said, "Hmm…you appear to be fine," Spider-Man wasn't completely convinced.

"Define: fine."

"Well, your vitals are okay; physically there's no change, and you seem perfectly healthy; nothing about your body seems really affected. The gas doesn't seem to be having an effect on you or…well…anyone for that matter." Conner told Spidey, rubbing his chin thoughtfully. "Quite intriguing."

Spider-Man jumped from the bed, and looked at the screen Dr. Conners was examining, and it was true. The screens displayed Spider-Man's bodily conditions, all identical to the other times he's been in here for a check-up.

"But that doesn't make sense," Spider-Man murmured to himself. "My spider-sense was banging like a gong when I inhaled the gas. It wouldn't have done anything if the gas was harmless."

Connors shrugged, "Let's be happy the gas _isn't_ affecting anyone. Maybe it was just a bust, and whoever did it either messed up, or was just…pulling a prank or something."

Spider-Man gave him a raised brow, "Pranking SH.I.E.L.D? Who in the world wants that kind of death wish?"

"You." Conners laughed. "You haven't forgotten the water-balloon incident, have you?"

Spider-Man winced, "Uh…no…"

"But we already know it wasn't me." The arachnid continued. "Even if it was, I would have thought of something so much cooler than gas bombs. Besides, I don't think this was a prank; it seemed too serious to be one." The arachnid pointed out.

Connors turned to Spider-Man and clapped him on the shoulder in a friendly gesture, "Don't worry about it, okay? For now, let's just be thankful nothing bad happened so far. Though, I could be extra sure by running a few tests on your blood; uh, may I take a few samples?" Connors held up a syringe, and Spider-Man mentally cringed.

He had confided in the one-armed doctor about his (recently discovered) fear of needles (mostly caused by a certain octopus-themed villain who always insisted upon jabbing him with those, as well as his once best-friends-turned-bad-father: the Goblin) so the good doctor Connors tried his best to avoid using them with him. Spider-Man had every right to be weary around a needle, seeing how there had been so many stuck inside him.

But Spider-Man swallowed back his discomfort and nodded; he held out his arm. Connors rolled up the spandex sleeve, to his elbow and hovered the needle over the vein there. The procedure was quick and finished as soon as it started; Dr. Conners didn't want to hold it out, and in no time Spider-Man was rolling his sleeve back down.

"Thanks Doc, and - yeah, your right. Let's just be happy nothing bad happened." Spidey told him. Conners smiled at him, giving a small, "That's the spirit" before walking off to runs some test on Spider DNA.

Spider-Man turned to walk out of the sick bay, but couldn't help the growing sense of nausea growing in the pit of his stomach. Something bad was going to happen, and he didn't need his Spider-sense to tell him that.

 _C'mon Spidey, you're just being paranoid!_ His inner voices told him _, unless you want something bad to happen, and with your luck, it probably will._

He mentally shushed the voices, and walked back to the dorm where the rest of his team-mates were beginning to trickle in. Most sat on their bunks, or hovered around the room in small groups, talking about what happened in the training arena. "I bet we could've beaten them!" Agent Venom was boasting to Amadeus and Rhino.

"Their Avengers, they had more people, and you were 'downed' Agent Venom," Amadeus listed. "As cool as it would, a quick mental calculation shows that we had a 12.4% chance of beating them, at the _maximum_."

Agent Venom scowled at Iron Spider as Rhino reluctantly agreed.

"Hey, I'm sure we would've given them a good workout." Spider-Man said as he walked toward the three.

"Hey Spidey," Agent Venom greeted, "that was awesome in the training room. Do you think the Avengers could come around more often, you know-to help us train?" Peter knew Flash was living the dream, being around heroes and all (especially his idol -which actually happened to be Spider-Man *which Peter found really weird, and ironic*) but the idea of the Avengers being around more often to give him a butt-kicking…well, he wouldn't mind just the rare occurrence.

"Slow down there Venom, it's cool and all fighting with them. But I don't think I could handle getting my butt handed to me on a daily basis." Spidey laughed. Then quickly sobered down and looked at Amadeus, "Hey Cho, what do you have about that gas?"

"What are you talking about?" Iron Spider questioned and crossed his arms.

"C'mon, I know you've been looking into the gas yourself." Spider-Man accused.

Cho's smile could be felt outside his armor, "You know me too well," he says, but pulls up a holographic image of the observations and breakdown components of the gas from his armor. "I hacked into S.H.I.E.L.D and brought up some of the gas samples they stored. I broke down the elements and components of the gas, separating different molecular chemicals into groups based on density and reaction; just too kind of give me a view of what we're dealing with."

"English please," Flash interrupted with a drawn out yawn.

Spider-Man could tell Cho rolled his eyes under his mask plate, "Meaning, I'm figuring out what the gas is made of."

"Oh, okay." Flash said, "Why not just say that in the first place?"

Amadeus sighed, and turned back to Spider-Man. "I've isolated some of the key chemicals, but there a few here and there that not even I have seen or heard of. I'm going to try breaking it down further; to see if there's anything else to worry about, but so far Spidey, I'm not liking what I'm seeing." Spider-Man examined Amadeus's information, his hand on his chin in thought.

He too recognized a few of the chemicals, like carbon monoxide as well as some radiation, and a heavy feeling fell on his shoulders. "Your right, this doesn't look good." Spider-Man agreed. "Did you show Nick Fury?"

"I will once I conduct a bit more of my own research on it," Amadeus assured. "Not that I don't trust any of the S.H.I.E.L.D doctors of scientists around here, it's just - I like seeing things for myself."

"Same." Spider-Man agreed. "Well, good luck on your research Cho. Update me if you find anything new!" and then he turned to go talk with Iron Fist. He was almost there when a sudden wave of nausea hit him, and he grunted in surprise. The arachnid groaned, his arms jerked up to wrap tightly around his stomach as the teen hunched over, as if receiving a sucker-punch in the gut. For a moment the world around Spider-Man blurred and spun, and any voices he heard got muffled, as if someone had stuffed his brain and ears with cotton. But just as soon as the sensation hit him, the nausea was gone and the arachnid felt fine again.

When Spider-Man came to once more, he realized Agent Venom and Rhino were by his side and Iron Spider was in front of him, talking in a rushed and concerned tone, with a supportive hand resting on his back. "Spidey?" Cho was saying. "Spider-Man? Are you okay? Can you hear me?"

Spider-Man stood up straight, but his hand drifted up to rub his head where a low ache gradually brushed his skull. Some of his other classmates had seen the commotion and were running over in worry. "Y-yeah," Spider-Man answered, albeit a bit shaky. "Yeah, I'm okay."

"What was that about?" Rhino asked.

Spider-Man shrugged a little helplessly, "I don't know. I just…got a little dizzy, I guess." The heroes around him exchanged concerned looks.

"Maybe we should get you to a doctor," Iron Spider hesitantly suggested. Spider-Man was about to reject the idea; he only got a bit wheezy was all, it was nothing to get worked up about. But then, another abrupt knot of sickness twisted in his gut, and Spider-Man decided it was probable better not to argue right now. The arachnid feebly nodded in agreement with Cho, which, in turn, actually surprised most of his classmates.

Spider-Man didn't usually agree to get a check-up so easily.

With worry sparking in their chests, Agent Venom and White Tiger volunteered to take Spider-Man to the sick bay. Spider-Man gave a half-hearted, whiny complaint, "But I just got back from _theerree_."

"C'mon Spider," White Tiger said, shaking her head. "It's not like you to get sick like this. Do…do you think that gas has something to do with it?" she added timidly.

"I'm sure it's nothing." Spidey objected, but that sounded lame - and highly unlikely - even to him.

"With your luck, I don't think so."

They were almost to the sick bay when suddenly White Tiger stumbled, clutching her stomach and letting out a weak groan. Spider-Man (despite experiencing another wave of sickness) and Agent Venom rushed to her side, and helped her back to her feet. When the dizziness passed, White Tiger shakily stood back up.

"Oh man, not you too?!" Agent Venom exclaimed in slight hysteria.

"Calm down Flash, I'm sure we're fine." Spider-Man lamely assured.

"Spidey," Tiger growled feebly. "If I got whatever bug you got, I am seriously gonna-" but it trailed off with another feeble moan of discomfort.

"Hey, White Tiger made a good pun." Spidey ailingly chuckled. "I think we _are_ coming down with something." She punched him hard in the shoulder, and they continued their journey to the sick bay.

Now not only did Spider-Man feel like his stomach was in a meat grinder, but his shoulder was aching too. Man, this day was the worst.

 **LINE BREAK**

Nick Fury entered the sick bay and was immedianly stopped short when the smell of vomit and medicine hit into him like a semi-truck. He did a quick sweep of the room he just entered with his eyes, quickly forcing himself to ignore the vulgar smell.

There were doctors milling around in a frantic hurry, some held syringes, some were looking at pieces of data on holographic screens, but most of them carried trash can and vomit bags - a majority of the vomit bags (and probable the trash cans) were already full of something that Nick Fury didn't need to see to know what it was.

And, sprawled around the sick bay, ill teenagers lay groaning, or moaning weakly; occasionally coughs or raw hacks would rise above all the noise, but it would gradually disappear once again and mix with the hustle and bustle of the med bay staff. Director Fury walked among the S.H.I.E.L.D agents and patients, till he found a familiar red and blue hero who was currently rubbing his head with a low, throaty groan of pain.

"Spider-Man," Nick Fury addressed when he stopped in front of the heroes cot.

Spider-Man looked up, and quickly brought up a hand to shield his eyes from the harsh lights from the ceiling. "Hey Nick," Spider-Man said with a low wave, "What brings you here? Did you catch the bug too?" he laughed weakly, in a slightly delusional way and added giddily "Spider pun!" Nick Fury raised an eyebrow at him, if the Director had never met the arachnid hero before, he would have though Spider-Man to be slightly crazy. But Nick knew him, spoke to him; grounded him - so he could say he already knew the basic of the arachnid-teens' personality.

"No, I don't have this sickness most of you seem to be catching," Nick answered, "But I do need to talk with Dr. Conners." Spider-Man pointed a jerky, but shaky finger to his far left, where said scientist, whom was currently looking at a screen intently, was muttering quietly under his breath. Nick Fury turned from the hero, and walked to the doctor.

"Connors." Nick called. The doctor turned around to face Fury; his eyes focusing on the person addressing him. "Aw, yes - Fury Sir." Connors greeted. "How my I help you?"

Nick glanced at the screen Connors had been looking at just then, before looking back at him. "Please tell me you know what's going on with these kids."

Connors rubbed the back of his neck uncomfortable, but gave a small, unconvincing nod. "I know a little about what's happening, but there's still a lot I'm trying to figure out." Connors told Nick. "The kids appeared to be fine when I first checked on them," Connors grabbed a small touch-screen pad and started walking to Spider-Mans' cot; Nick followed after him still listening. "But after Spider-Man and White Tiger came into the sick bay, it was like some chain reaction. Most of them started coming in with only slight cases of nausea and dizziness, but things have escalated from their - obviously. Now it's like they got some sort of-flu or - or virus! They've been vomiting to know end, according to most they're stomachs are aching, and they all have body temperatures flaring up in 103 to 105 degrees!" Connors explained strenuously, but paused when he stopped by Spider-Mans bed.

Spider-Man had stopped groaning, but was still rubbing his head. "Before this, I had taken a sample of Spider-Man's blood, to see if that gas had any effect on him that way…" Connors muttered, his eyes were fixated on Spider-Man like the hero was some chemical equation he couldn't get quite right.

"And..." Nick Fury coaxed.

"Well, it did." Connors confessed. "Whatever that gas was, it's not only affecting their body, but their blood too. And it's only seems to be targeting the heroes who have animal blood, or have little to no human blood, or even some magical thing about them! Like Spider-Man here, for example," Connors gestured to said person. "I'm still running tests to see just why - and what - the chemicals are doing to them and they're DNA, but it will take a little more time."

Nick Fury took all the information in, looking at Spider-Man curiously as he did so. "You sad they're also getting sick if they have some association with magic in their bodies, right?" Nick asked. "So who would that consist?"

"So far," Connors said. "only White Tiger. Triton is ill too, but I don't think he has magic in him. Honestly, I don't really know much about the Inhumans." The doctor/scientist admitted.

"Has Iron Fist shown any signs of sickness?" Nick Fury wondered.

Connors shook his head, "Um…no actually. He got a little sick, like everyone else, but he was quick to move on from it." The doctor thought deeply to himself. "Hmmm…which is strange. Iron Fist is from Kun'lun, which is in its own, magical pocket dimension – correct?"

Before Nick could answer, a frail, pained voice whispered, "Doc?"

Dr. Connors attention immedianly turned to the boy, his gaze softened and the calculating look melted away into a gentle, concerned smile. "Yes Spider-Man?" he asked, sitting on the edge of the cot.

"My sides are hurting." Spider-Man strenuously confessed, his face a clear mask of discomfort, "Like, they're _really_ starting to hurt." The teens' arms were wrapped around his torso in an extremely tight manner, as if he was was trying to squeeze the pain right out of his body. Connors hurried to his patient's side, and looked over Spider-Man's as best he could. But with Spider-Man's arms wrapped in the way they were, it was hard to get a good look.

"Hey, can you let go of them for me?" Connors asked Spider-Man gentle, like he was easing a child into letting go of an object. "So I can see what I can do."

Nick wasn't sure if Spider-Man heard the doctor's request. But then then the arachnid gradually started loosening his death grip, twitchily with his breathing coming out spiked and almost laborious; Connors softly coaxed him more, and gently grabbed one of the heroes' arms to help. But as they got half-way, Spider-Man suddenly gasped in pain and immedianly locked his arms over his torso again. "N-no," he gasped, shaking his head fervently. "It h-hurts."

"I know," Connors agreed patiently. "But I need to see them to figure out what's wrong." Spider-Man was quiet for a moment, before he went to release his sides again. Connors nodded encouragingly as the hero forced his arms to lay by his side, the arachnids breaths were coming out shaky and fast.

Connors looked at Spider-Man, before gently touching on of his sides. The doctor was surprised to find the skin there burning hot, feverishly so, and at the small contact, Spider-Man yelped and clutched the sheets under him to force himself from moving any further off the bed.

"Well…nothing's broken," Connors informed Nick, his brow was creased and a deep frown settled on the doctors face. "But his skin feels extremely hot; I wager about the same temperature his fever is waning at."

"Any idea to what it could be?" Nick asked.

Connors shrugged, biting his lip in thought, "As I said before, I'll need to run tests." He told the Director, folding his arms across his chest in a concerned way.

"I-I guess this means we get to take a-a break off, right?" Spider-Man weakly chuckled at Nick, his arms had once more been pulled to his side, where they were now twisted tightly around his torso.

"I suppose you could take it that way," Nick decided to humor him.

"T-that's just my luck," Spider-Man chuckled again. "The day we get to have a b-break, and I get sick."

"You all just focus on getting better," Nick firmly ordered him. "And expect a dozen training exercises waiting for you and your team when this sickness is gone."

Spider-Man laughed this time, but the laugh got choked in his throat and he clutched his sides even tighter. "Y-yes Sir," he managed to get out, along with a half-hearted salute. Nick nodded, and turned to go check up on the other sick heroes.

Whatever was causing this sickness gave Nick a bad feeling. Targeting only those with animal abnormalities, which was still odd because, according to Connors, the sickness easily passed from Iron Fist – who Nick was told got his powers from a dragon. So wasn't it supposed to infect him? It was odd, this predicament – it left a bad taste in his mouth.

For now, Nick hoped to just stay true to his promise, and manage to cure these kids before anything bad happened.

And something bad was on its way, that much was clear.


	3. Going Feral

**Hey peeps, here's chapter 3.**

 **Also, this story is taking place after "The Contest of Champions" Another note, Aunt May will be taking place in this, and yes-she does know of Peter's alter ego.**

 **Enjoy the chapter. And HAPPY NEW YEAR'S EVE! AND Happy New Year by the end of tonight.**

It's been a few days since the gas incident, and the state of the heroes had yet to improve.

The last 72 hours had been troublesome, of course there were the regular S.H.I.E.L.D problems that Nick Fury had to deal with, but adding a sickness atop the pile didn't really help the Directors situation.

At the moment, he sat at his desk looking over the reports of the patients still in the sick bay. The only teenagers who didn't recover from the sudden flu-like outburst was Spider-Man, White Tiger, Rhino, Triton, Squirrel Girl, and – surprisingly – Zabu. The other teens were instructed to continue with their training and Academy work until told otherwise. However, with all that has been going on lately, Nick wasn't surprised that their ailing friends were all that the remaining teens could focus on.

Nick Fury couldn't blame them to be honest, but that was no excuse as to why he was now almost constantly getting complaints from the Med Bay staff that the kids were visiting the sick bay and refusing to leave. So, eventually Nick Fury ordered all classes and training to be put on hold for a bit, at least until this dilemma was cleared up – which was, hopefully, soon. Honestly, whatever was happening, Nick Fury was about fed up with it.

Tony Stark, as well as the rest of the Avengers (sans Thor, who was still in Asgard) had reported minor cases of sickness, much like the kids had, and just like the kids the sickness passed and they were fine within a matter of hours. Stark, once no longer coughing up a lung, was working on a cure alongside Falcon back in the Avengers Tower. As soon as Stark heard about the situation concerning the (still) sick heroes he immedianly got to work, enlisting Sam as he went. Amadeus had come in earlier and confessed to conducting his own search for a cure as well – he had impressive results for a kid, even if he was a genius.

It was great knowing there were so many people working on this case, a relief even. But no news of improvement had come from any of the people listed, not even from Dr. Connors, and judging by the reports Nick Fury was reading right now things were getting desperate. The director sighed and rubbed his temples as he set the stack of papers down. He's been sitting in his office for hours, mulling over reports and paperwork; a small headache pulsed in his temples and only increased his ever-growing pile of problems.

Deciding to take a small break, Director Fury got up and exited his office. He walked down the halls of the Academy to take a personal visit to the sick bay. Maybe Connors would have some results from the blood samples he took since Fury's last visit

S.H.I.E.L.D agents scurried hurriedly through the halls and corridors, all giving the Director respective nods of acknowledgement or a prompt "Sir" before continuing on their given tasks. Sometimes Nick wished he could just be an agent; taking the orders instead of giving them. At times that just sounded so nice, and a lot less stressful. However, Nick was Director, a position he took with honor, and it's a job he was hoping to keep for a while.

It wasn't a long trip to the sick bay, but once Nick Fury entered the room he almost wished he had stayed back in his office. The smell of vomit was still very strong, even with the added air fresheners placed abundantly within the room. Groans, moans, and whimpers of pain seemed to claw its way out of the clash of other noises filling the room. Of course the Director has seen, and smelled, worst before, so it didn't stop him from walking in.

He gazed around the wide room, his one eye sweeping through the crowds until he spotted Connors looking into a microscope in the corner of the room; muttering to himself lowly and adjusting the scope ever so often. Without hesitation Nick Fury made his way toward the doctor.

"Connors." he called. The doctor jerked up from his look, looking a tad annoyed for being disturbed. But at recognizing the Director, Connors eyes widened slightly and he smoothed some of the wrinkles in his lab coat and nodded toward his boss, "Director Fury, Sir. How may I help you?"

"Tell me you found something on this sickness." Fury said. "Anything at all; I'm hoping for anything at this point." A dejected look crossed onto the one armed scientists face and he solemnly returned to looking through his microscope.

"I've been looking into blood samples," Dr. Connors assured, but his voice broke off with a small hitch and his face pinched into a grimace, "and it seems the chemicals within the gas _have_ been attacking certain DNA structures and molecules."

Nick's eyebrow glided up smoothly as he asked, "And what have you found in light of this new information?" the look on Connors face told him all he needed to know.

But Connors said anyway, "Well, these toxins seem to be affecting, mostly, the non-human aspects of our patients." He told. "At first it looked to be trying to obliterate the mutant cells in their DNA structure, kind of like a cure for anything inhuman. But," Connors bit his lip in anxious silence, "But then, after a bit more studying and observations, it seemed to completely reverse its actions and is no longer cleansing them of their altered DNA, instead it looks to be almost…evolving them. I'm still watching it, but so far I haven't spotted anything that can be synthesized into a cure." The doctor notified.

Nick Fury withheld a tired sigh and, instead, nodded, "And how are the patients holding up?"

Connors looked back up at Nick Fury, suddenly nervous but frustrated, "Not good." He admitted, his shoulders seemed to sag further from some unseen weight. "These changes being made to their bodies isn't a natural thing for them. It hasn't been only been taking a physical toll on them, but they are becoming mentally unhinged now too." Connors got up and motioned for Nick to follow him once he saw the Directors perplexed expression.

"I think because Spider-Man has been in contact with the gas the longest, it's affecting him at a more rapid pace than the others." Connors continued to explain as they walked. "While the effects are getting more and more disturbing by the hour, I suppose there is one good thing about it. With Spider-Man changing quicker, we now at last known what to expect from the others – in case they show similar signs to Spider-Man's condition." But Connors said it as though there was nothing good about it.

"But…" he started, but then was cut off by growls and hisses which were gradually getting louder. The two had journeyed farther into the sick bay, and were now entering a closed off and secluded area where only authorized personnel were allowed to enter.

They were both scanned several times, and instructed to put in their own personal S.H.I.E.L.D I.D numbers before they were allowed in.

As soon as Nick Fury's leather shoes touched inside the area, he heard a loud, and almost blood curdling scream. Connors visible shuttered, but forged onward, leading the Director toward the sound. They stopped in front of a door, where Connors typed in his password and the doors smoothly glided open.

The sight that greeted them was surprising, even for Nick Fury.

Spider-Man lay on the medical bed, but his wrists and ankles were sturdily tied down. The beastly cries that were heard out in the entrance, were emanating from his throat in a way that made Connors hair stand on end. The spidery hero was thrashing violently in the bed, trying desperately to overcome his restraints. The costume he wore was still on (though only a little of his shirt remained, but it looked stretched to its limits); tears and tatters decorated the majority of the spandex now, though mostly around Spider-Man's sides, where Nick Fury could spot tightly bound bandages around his torso.

There were many agents positioned in the spacious room, all of whom were working on holding the hero down, while another was fruitlessly trying to sedate the riled arachnid.

Connors watched the hero apprehensively, a sad, misty look glazing over his eyes. "The pain he was experiencing increased drastically, and eventually he started acting aggressive." Connors explained. "Spider-Man tried attacking one of the nurses when she tried to give him a pain killer; he was also beginning to rile up the other sick patients, so I had him moved here. But once he started screaming and clawing at his sides," Connors motioned to the bandages Nick had seen earlier. "I had to tie him down so he would stop hurting himself…and my nurses. It's been working so far, but I don't think it can hold him for that much longer. We need to find a more secure, safe place for him to be put."

The hero continued thrashing, and hissing animalistically in a panicky manner.

The doctor trying to deliver the sedative Spider-Man couldn't get a clear shot with how much the arachnid was thrashing. Finally, Spider-Man managed to hit the syringe with his head and it fell and shattered on the floor. A spot of blood dotted Spider-Man's bandages and was lowly spreading along the white clothe

Connors noticed the red strains and cursed, "He reopened his wounds." He announced, sprinting forward to the cupboard where he got another syringe and began filling it with a clear liquid. "We need to sedate him NOW! I need to re-bandage them." Connors finished filling the needle and hurried to the medical bed. Spider-Man noticed the needle, and howled and thrashed around harder.

"Hold him down!" Connors commanded to both guards and nurses.

They all rushed around the bed, about 9 of them, each securing their own thrashing part of the body. But even with his binds, Spider-Man was proving hard to keep down. The arachnid kneed one in the face, nearly bit a guards in the arm, and head-butt another in the nose, causing a spurt of blood to spill from the unfortunate man's face.

Nick Fury sprinted over to help. He swung a strong arm over Spider-Man's torso, straining to pin down the teens arms, while his other was placed further up on the arachnid's chest where his elbow slid under Spider-Man's chin to force the hero to tilt his head back and keep it in place.

"Hurry!" Nick shouted. "We can't hold him for long!" Connors wasted no time and quickly positioned the needle over a pinned arm.

Seeing it, Spider-Man struggled harder than ever, this time bellowing out, "LEAVE ME ALONE! LET ME GO! LET. ME. GO!" the teenagers' voice was pained and raw. Just hearing him made Nick's own throat hurt, but he held tight nonetheless. Connors swiftly injected the sedative, and everyone quickly let go and backed up a respective distance from the spider-themed hero.

Spider-Man's continued thrashing and screaming until slowly he began die down as the serum did its job.

His thrashing turned into weak jerks, and then half-hearted tugs, until they ceased entirely; his screaming dialed down to feeble moans. Spider-Man's chest heaved up and down laboriously, as if he couldn't get enough air to his lungs. The animal-like behavior seemed to be backing off of him, allowing the teen to weakly turn his head toward Dr. Connors and Nick Fury's.

"What's-happening to me?" he whispered fearfully, his voice cracked slightly. Connors was by his side immedianly, gentle shushing the small hero as he looked over the machines hooked up to the frail, shaking body.

"P-please," Spider-Man whimpered desperately, his voice hitching again "Please!" his voice broke off into a sob. "Make it _stop_."

Nick Fury didn't move, his face remaining in a mask devoid of emotion. Spider-Man hadn't noticed the Director, he could hardly focus on Connors. Gradually, Spider-Man's body went limp as he fell unconscious.

"That sedative won't last for long." Nick stated bluntly.

"I know." Connors confirmed sadly. "I keep having to give him higher and higher dosages every time. I don't know if there is much more we can do without resorting to violence."

The Director replied, "We'll figure something out." His eyes never left the feeble body on the bed. "Why does he still have his mask on?" Nick asked, noticing the spandex still on the heroes face.

"He asked me if he could keep it on." Connors said. "It was his last request before he went…well, crazy I guess. Said something about it making him stronger." The doctor shrugged. "He's a strange kid." But his voice held no scrutiny or judgement, only soft affection.

Nick nodded, then said, "Keep me updated on his, as well as the others, conditions."

Connors nodded back in confirmation, but didn't turn as Nick walked out and back into the main part of the Med Bay.

He did a quick check up on the other patients while he was there. White Tiger didn't seem to be acting feral yet, but she was complaining that her mouth, hands, and feet were beginning to hurt.

Rhino was groaning and moaning; he was lying on a specially sized medical bed, as the others were all too small.

Squirrel Girl was sedated, and sleeping but she was the closest out of all the others to Spider-Man's condition; she was muttering rapidly in her sleep, sometimes in English and sometimes in squeaks, her body was twitching and jerking at random as if she were being electrocuted, her tail was frizzled and on end.

Zabu was whimpering on his bed, his claws shredded the blankets beneath him as his muscles spazzed; Kazar was by him, rubbing and caressing the cats frazzled fur, absolutely refusing to leave his ill brother (much to the displeasure of the nurse caring for the cat).

And Triton was just starting to show the signs of unwarranted aggression. Before he too was sedated, he requested Nick Fury to contact his Inhuman family and tell them about his condition. Nick reassured the Inhuman Prince that he would and left.

As the Director was heading out of the sick bay, he spotted a commotion up front. The team mates and friends of the sick heroes were angrily arguing with the guards watching over the entrance of the sick bay, their hands were flinging around everywhere as they tried to win whatever argument they were in.

"-ey're our team mates!" Power-Man was yelling, face pinched in anger. "We deserve to see them!"

"Yeah, besides Kazar gets to be in there!" Nova noted from above them, looking out past the guards heads.

"We just want to check on them," Agent Venom added, irritation seeping into his voice, his hands were balled into fists.

The guards waved them all away irritable. "I'm sorry," one said, though he didn't sound real sorry "but all contact with the patients is limited or restricted outside of the Sick Bay staff. Unless you have authorization from Director Fury or a Level 1 Doctor, than you cannot go in." which led the heroes into another uproar.

"Screw you guys!" Nova ended up yelling, and flew above them and into the sick bay. Following his example, Cloak teleported the rest of them inside; only to stop short as they were confronted by the stern face of Nick Fury. They all immedianly halted in their break in of the sick bay, heads down in shame like a bunch of kids who got caught with their hand in the cookie jar. The guards were angrily running up to them from behind. "Director Fury, Sir." The guards saluted at the sight of their boss.

"And what seems to be the problem here?" Nick calmly asked, his hands smoothly clasped behind his back.

The teens all started their own bubbly explanation simultaneously. Their voices jumbled and tripped into one big, incoherent puddle of vowels and letters. Nick Fury quickly silenced their talking, but was still able to catch onto the basic of what they wanted.

After seeing Spider-Man in that wild state, and the others in pain, Nick wasn't sure if letting the teens see the others was a good idea. But then again, Kazar was able to keep Zabu calm and under control, so maybe the familiar presence would have a calming, positive effect. He looked them all in the eyes, "You can go in-" he started.

The kids erupted into an excited mess of "Thank you" and "You're the man!"

"-but!" Fury quickly interrupted, " _Only_ for 30 minutes. After that, get back to your dorms. I don't want you distracting the doctors from doing their work." They all nodded fervently, and Nick stepped aside to let them all pass. He continued to walk from the sick bay, but was halted by a hand grabbing onto his elbow.

Nick Fury turned to see Power-Man, who was sheepishly pulling his hand away. Nova and Iron Fist stood behind. "Sorry Sir," he said, "But, we were just wondering…" the teens trailed off hesitantly.

"Who will be telling Peters Aunt his situation?" Iron Fist finished.

May Parker, the Aunt of Spider-Man, and guardian of Peter Parker; Nick Fury knew she needed to be updated about her nephew's condition; he had _hoped_ to keep her in the dark until they found a cure. But since that seemed like a far, distant goal from where they were at, it seemed May Parker did need to be told after all.

"Agent Coulson has that under control." Nick assured them.

They nodded, and turned to join their classmates in sick bay. Nick Fury made his way back to his office. Now he needed to also tell a powerful, royal Inhuman family that Triton, a Prince of theirs, was dangerously sick and possible going insane. This was going to fun…


	4. Loose Part 1

**Hey guys, sorry about the wait.**

 **I would've updated sooner, I had 5,000+ words written for this chapter. But after an incident involving my headphones and my sister, well it kind of deleted...**

 **For some time I felt miserable that all that work went to waste, and couldn't find myself to write it again. But then I got some wonderful reviews (thanks AliciaRoseFantasy) and I got off my butt to rewrite. Here it is, I hope you enjoy!**

Coulson drove up to the Parker household; a small, quaint house sitting innocently in one of the friendly neighborhoods of Queens.

He nervously fixed his black tie, checked himself in the review mirror, then took a breath and got out of the car. He was just recently tasked, by Nick Fury, to be the one to deliver the bad news to May Parker concerning Peter Parker (Spider-Man), about the current, uh… _condition_ , her nephew was in.

But, while Coulson was close to May, he still didn't want to be the one to tell her that her nephew had been attacked and is now bed-ridden in the S.H.I.E.L.D Med Bay, as a bunch of chemicals and concoctions scramble the boys' body like a bunch of whipped up eggs; not to mention the intense state of pain and the fact the Peter is becoming erratic and dangerous and –most likely - mentally unstable.

But then again, _someone_ had to do it. Coulson figured that it'd be better for someone May knew to give her the bad news, instead of a random, official and blunt-faced Agent who May didn't know. Of course, this didn't stop Coulson from becoming anxious with nerves and repeatedly straightening his tie and smoothing his suit.

Shaking away his nerves, he walked up to the door and raised his hand to knock. But his knuckles, instead, remained hovering, just centimeters from the door and unable to go further.

May Parker, while settled with an intense, fiery attitude, was such a wonderful person. She held never-ending supply of care for others, and an even more, overwhelming sense of affection for Peter. Coulson's, himself, has faced terrorists, enemies, villains, and freaks of nature, yet he stood frozen to the spot at the thought of how this news would affect this woman.

He felt stupid for being scared of May's wrath, and ashamed to even consider not telling in hopes of sparing her the pain of the news. But who could blame him? After she officially found out Peter is Spider-Man, her mama-bear instincts grew tremendously, and Coulson was almost constantly being peppered with questions about him: _His he okay? Is he hurt? Did he remember to eat before he went out? Is he wearing his scarf? Did he finish his homework before he went patrolling? Where is he? Are you keeping an eye on him Phil?_

Coulson admired May, but there were only so many questions he could take.

"C'mon Phil," Coulson muttered to himself, shaking his head fervently as he paced on the porch. "Pull yourself together. It's only May. Just sweet, kind, and beautiful May – you can do this." He took another deep breath and went to knock on the door. But before he could even touch it, the door swung open roughly and May Parker herself glared at Coulson from the doorway.

"M-May!" Coulson stuttered out in both slight panic and surprise. "I – uh, how are you?"

"Get in here!" she snapped without another word. Her soft hands violently grabbed his arm and she pulled him inside. Coulson stumbled into the hallway; eyes alight with surprise from the women's aggressive behavior. But then May whirled around to face him, and Coulson looked away uncomfortable, a hand reaching up to scratch nervously at his neck.

May's eyes were ablaze with anger, but weary with aging concern. Her predatory gaze never left Coulson as she stalked toward him like a cat going for its prey. "Phil." May said slowly. "Where is Peter?"

Coulson smoothed his wrinkle-less jacket and exhaled quietly, "May-" he started hesitantly.

"No! Don't you dare give me an excuse?" May interrupted him in cold fury. "He hasn't been home for days Phil, DAYS! He's not answering his phone, and S.H.I.E.L.D hasn't told me anything since I realized he wasn't asleep in his bed like he was supposed to be! I've been worried out of my mind here, and no one thinks to even explain to me what's going on; why won't S.H.I.E.L.D tell me why he can't come home?" May demanded, she had been pacing in front of the agent, but now roughly poked a finger into his chest as she pronounced each syllable.

"Is he hurt, Phil? Is he dying?" she continued, fear whispering in with her suggestions, which left her voice shaking. "Do you see the guys he fights on TV? I've always known _Spider-Man_ fought them, but now - now I know Spider-Man _IS_ Peter! And it's been freaking me out; he gets hurt so much during his fights. And then there's the Bugle talking about some weird attack on S.H.I.E.L.D Academy a few days ago and I-"

"May!" Coulson quickly interrupted, ushering forward and landing two firm hands on her shoulders "That's why I'm here; to talk about Peter." May's eyes glazed with worry, and he just then noticed the watery look shining in them. May took in a shaky breath and nodded. "Okay, then talk."

"Please take a seat." Coulson said, motioning to the living room.

"Dammit!" May cursed, but she pushed passed him and sat on the couch. "What happened to him?" she demanded, hysteria slipping into her voice. "If he's dead Phil, I am grounding that scrawny butt of his for the rest of his miserable, teenage-"

"He's alive." Coulson quickly assured her, taking her hand while sitting in the seat opposite of her. May took a small breath of relief, but her body remained tense. She reached forward and gripped Coulson's hand in both of hers and waited for Coulson to start talking. Inhaling deeply, Coulson said "May, the things is….well, you see…Peter is…" he faltered again as he looked into May's teary eyes.

"Phil," May pleaded. "Please, just tell me."

Coulson nodded; he placed his hand on top of May's fisted ones, which were still clutching onto his other one. Watching her carefully to make sure she was okay, he forced the explanation to push past his lips, only halting for a few seconds ever so often to comfort the her. As May listened, her grip on Coulson's hands never faltered, only tightened into a pale grip.

Her eyes glazed and shone with tears, and her hand lifted up to cover her quivering lips. "Is he..." she sucked in a breath, "Is he in a lot of pain?" she whispered, trying to cover the shake in her voice.

Coulson hesitated briefly, but nodded. May choked down a small sob, so Coulson moved to sit next to her in a position allowing her to lean against him. "But the best doctors and scientists at S.H.I.E.L.D are working around the clock to fix him." He quickly reassured her. "Him and everyone who is sick like him. It'll be okay May; he'll be okay."

"I – I believe you Phil," May muttered woefully, "Its just...my boy..." another sob caught in her throat, and Coulson engulfed her in his arms. She turned and quietly sobbed into his shoulder. For a moment that was all to be heard in the quaint living room.

After a moment passed, and the crying had died down, May pulled away rubbing her red eyes forcibly. "Look at me;" she said sourly, "I'm acting like such a baby crying like this. What would Peter think?"

"He'd understand why," Coulson told her firmly. "You have every right to react this way May. In fact, I'd be concerned if you didn't react this way. Your like a mother to Peter, and if the conditions were ever reversed, than he'd act the same way."

May was quiet as she mulled over those words; she was so quiet actually, Coulson feared for a moment that he made the situation worse.

But then, May got up abruptly and briskly strode out of the living room. Coulson watched in slight confusion and followed her out, and caught of her again just as she finished pulling on her shoes and grabbing her jacket.

"The water-work are over, I had my share of tears, now let's go." was all she told Coulson as she opened the door and disappeared outside. Coulson sputtered indignantly as he trailed behind her. May stopped by his car, arms crossed, and waited patiently. Coulson knew what she was waiting for.

"Oh no, no, no, no." he obstinately denied, waving his arms in a wide X. "May, there is no way I'm letting you-"

"I'm going to see Peter." May briskly interrupted, rounding on Phil like a tiger; this wasn't a request, this was a demand. "Now, are you going to help me sneak into S.H.I.E.L.D to see my nephew, or do I have to break in myself?"

Coulson withheld a groan at May's stubbornness; it certainly ran in the family. Despite when he sighed in defeat, Coulson still had to suppress an admiring smile. He definitely didn't doubt that May would try to get into S.H.I.E.L.D on her own; she was wonderfully persistent that way. "

Fine," he gave in. "But I'm driving."

 ** _LINE BREAK_**

A little later…

Back at S.H.I.E.L.D, the non-sick teen heroes wondered around the sick bay in a group, seeing all their sick team mates one at a time. They just finished greeting Zabu, whom Kazar was still refusing to leave, and moved onto Squirrel Girl. Unfortunately, the sick girl happened to be passed out with the aid of sedatives and was twisting and jerking irregularly in her cot. Her squirrel's friends lay around her, poking from blankets and chittering nervously around their bigger human companion. Small whimpers came from her, causing the squirrels to twitch and chitter nervously – as if they weren't sure how to handle the situation either. Understandable; no one else knew what was going on either.

Squirrel Girl was almost constantly moving in her unconscious-state, and the teens weren't sure if waking her was a good idea. Not that they could anyway, whenever the kids got close, the squirrels' chittering would rise into a protective wave of shrieks and they'd start snapping and jumping at any person who dared come close. The defensive attitude would only stop as soon as everyone (teens, nurses, and even doctors) backed a good distance of – at least – 5 feet. Consequently, the only way to efficiently deliver Squirrel Girls medication to her was to knock the squirrels out with trang gas and remove them from the Med Bay entirely.

But, the squirrels always ended up back on Squirrel Girls cot within the hour, alert and aware like a bunch of tiny, buck-toothed soldiers ready to attack at a sudden whim.

"Easy there Monkey Joe," Agent Venom warned, backing up as the rodent rounded on him when he didn't move away fast enough. "I'm sorry about that time I hid your walnuts – uh, no harm no foul?" the other squirrels squealed at him crossly.

So, to prevent a squirrel holocaust (and the disembowelment of Flash), the kids whispered their "Get Well's" a few feet away – Agent Venom giving Monkey Joe a death glare as he went - and shuffled on.

They moved onto White Tiger.

The fiery feline was just put to sleep, but even in her unconscious state she was curled up into a pained ball, whimpering and grunting in discomfort. Her claws kept popping in and out of her fingers, as she literally shredded the blanket and sheets beneath her in jerks of agony. It was odd; they have never seen her in such a vulnerable or weakened state. Tiger was usually so alive, and just so amazingly fierce - to see her succumbed on a bed, curled in on herself and whimpering in pain…it sent pangs of suffering through the teens' own chests.

Especially that of Nova, Iron Fist, and Power-Man (they being her first friends at S.H.I.E.L.D and all); back when it was just the three, before they met Spider-Man, they had done everything together; just the three of them, a trio, taking on a world that was so dangerous and new and pull of potential and possibility. They had each other's backs, they helped and comforted one another – it was agony watching as a part of their trio was withered down from a fierce, warrior-like fighter to a vulnerable and weak patient.

"What do you think's happening to her?" Nova asked, hovering in the air and looking down at Tiger. Despite his question, he wasn't sure he even wanted to know.

Amadeus looked around subtly, to make sure no one was watching, before stepping back and allowing his armor to scan the pained girl in front of him. The results popped up in his visor immedianly and he poured over the information given.

"From doing a small body scan, I can only detect where nerve-endings are heating," Amadeus quietly told them, but quickly stopped talking as a doctor passed. The child found that Doctors didn't take it too well when Cho "bugged" in on their work. Once the doctor left, Amadeus continued and pulled up a holographic screen for his classmates to see.

"I mean I can tell where she's feeling intense amounts of pain. The highest signatures coming off her nerve-endings is hovering mostly around her feet, hands, and jaw." He pointed out the pin-point of pain from the blue-prints of Tigers body.

Dagger hummed and looked over the data, not quite understanding it all, but getting the gist of it. "Geez Amadeus," she smirked, "why don't you just stay in the Med Bay and help the doctors with all of this." She gestured to the scan. Amadeus couldn't help but feel of puff of pride swell in his chest.

But that pride withered some as Amadeus admitted, "Well, the doctors can already do their own scans and figure out where the pain is coming from most. I'm trying to figure what's causing it. But…I just…its just been…" The child genius huffed in irritation and closed the light-affiliated diagram. His research as getting close to a dead-end and this virus still made no sense and Amadeus despised not understanding something. He hated not knowing the solution, or being unable to solve an equation; it was like an annoying itch on his brain that he never could satisfy.

And this situation was leaving his brain _very_ itchy.

None of the teens questioned him on his research, which Amadeus appreciated – he had a hard time admitting to not knowing anything. Stupid pride!

"I'm sure Tiger will pull through," Iron Fist said softly, assuring both Amadeus as well as the others.

"Yeah," Powerman easily agreed, "she's a strong cat. She's pulled through worse." Though inside, even he couldn't help but worry. It wasn't an easy feat to take down White Tiger. Powerman should know, he's trained with her, lived with her and seen her in action. She'll be fine...

Once the man-nurse watching over Tiger got annoyed of all of them, he insistently shooed them off. Walking away, Cloak mentioned how they had yet to find Spider-Man, so they decided to visit Spider-Man next, and scoured the sick bay looking for him. But, to their surprise, he wasn't on any of the cots. Then, whenever they asked a nurse about him, they get a strained, almost frightened look on their face before excusing themselves and moving on, leaving the questioned unanswered.

Which begged the questions; where was Spider-Man? And why won't anyone tell them where he is?

"Maybe we should ask one of the doctors." Iron Fist suggested after another nurse skirted away from them.

"Yeah. Hey, where's Connor?" Nova asked, glancing around. "Spidey was always all buddy-buddy with him, maybe he'll know." He scanned the many people in the sick bay, and so far the one armed doctor seem absent from any incident present in the area. Until…THERE! Nova spotted him just as he exited from the restricted area of the sick bay, where only privileged doctors got to go.

"What's over there?" Dagger asked, noticing the red and yellow restriction signs.

"That where they keep any "special cases"." Iron Fist told her.

Agent Venom followed their line of sight, "Uh…special cases, how?" he asked.

"You know like, holding cells and stuff for out of control patients." Nova told him. "I once suggested they put Tiger there, you know, when's she's feeling really feline-ish. Also, found Connors." He pointed to where the Doctor stopped briefly to close his eyes and rub his temples – from stress and frustration no doubt.

They all broke out into a run toward the one-armed doctor, but before they could even make it up to the doors they were stopped…again! By the guards no less! "This is a restricted area." one said, putting a hand out to stop any further movement toward the door. "Authorization is required."

"Ugh, not this again!" Nova groaned loudly from above.

"We just want to talk to Dr. Connors." Dagger told them. "We'll be quick about, we promise."

The guards only repeated, "This is restricted area. Authorization IS required."

Agent Venom growled menacingly, and stepped up to the guards blocking his way. Flash was always a tall guy, and was layered with an impressive amount of muscle thanks to years of sports-play and Weight-lifting. Standing up against the guards, Agent Venom stood eye-level with them and was just as broad too. "Move," the symbiotic hero threatened menacingly. "or I'll make you." The symbiote sensed its hosts annoyed behavior, and quivered threateningly toward the guards as well.

The first guard held their guns in his hands, and exchanged looks with his partner, but he didn't look particularly intimidated. This time with a more agitated tone, the guard repeated, "THIS is a restricted area, and authorization is required. Come back with a personal note from Director Fury kid, and then maybe we'll let you in."

Agent Venom narrowed his eyes, "Or maybe I'll just-"

"UGH!" Nova shouted with impatience. "We don't have time for this. Cloak you wanna do your thing?" Cloak grinned widely and swept them all up and appeared opposite of the doors. The startled guards whirled around and gaped at the teens through the windows of the sealed door. Nova waved back at them and stuck out his tongue childishly.

The guards shouted an angry and indignant "HEY!" and rushed forward, stabbing their passcodes into the panel by the door while glaring at the teens in anger.

"Oooh," Nova winced, "Um…let's NOT be here when they open the door." His classmates readily agreed and sprinted through the classified part of the Med Bay. They put their S.H.I.E.L.D training to use in dodging surprised agents, nurses, doctors, and scientists.

It didn't take them long to surround the one-armed scientist, who had long ago saw them coming, and was rubbing his eyes in an exhausted manner. "What now?" he mumbled to himself.

"We were looking for Spidey," Amadeus quickly told Connors, looking back to see the guards hurrying toward them and talking into their communicators; either complaining to Nick Fury about their interference or calling back-up.

Maybe both.

"Nick Fury said we could check on all our friends, but we can't find Spider-Man anywhere." Amadeus informed Connors quickly. "Do you happen to know where he is?"

A sad look bloomed in the scientist's eyes at the mention of the spandex clad hero, and he squeezed the bridge of his nose and exhaled deeply through his mouth.

"Look," Connors told them gently, working to keep his patience in check. He's been working on a cure none stop for the last few days, hardly eating, and hardly sleeping. He really didn't want to deal with these kids right now. "I know you're worried," he continued. "But Spider-Man is physically unwell and mentally unstable right now. I'm afraid I can't allow-"

"Mentally unstable?" Cloak interrupted worriedly.

"What do you mean?" Agent Venom added after him. "Like...losing his marbles? Going insane? Off his noodle? That kind of mentally unstable?"

Connors sighed again, wishing he could just lay on the floor and sleep. "Please go back to your dorms," he half-way begged and half-way ordered, "and I will personally update you if his condition changes. Alright?" the teens frowned, obviously not satisfied.

They could tell the poor man was exhausted and overly-stressed. But, like Amadeus said before, they like seeing things with their own eyes. Certainly it wouldn't hurt just to peak at Spider-Man quickly and then leave.

"Curiosity is like a growing flame, only stopping its development when it receives the answers it seeks." Iron Fist wisely put in. As if sensing their stubborn thoughts- and whatever weird statement Iron Fist said - Connors groaned lowly to himself and rubbed his eyes roughly. Clearly, they weren't taking no as an answer.

"Fine," Connors muttered in defeat. "Fine, fine fine. But make it quick. 5 minutes tops. He's sedated right now, so you probably won't get any conversation out of him - not that you'd be able to if he wasn't." the last part was almost whispered, but still detected by the teens. It only made them worry more.

Connors waved the guards off, who had come up behind the teens and were trying to force the kids back to the doors by nudging them with the point of their guns, but reluctantly left as Connor shooed them away. The scientists led the teenage heroes farther into the unknown territories of the Med Bay, until they finally came to a stop in front of a sealed door. Connors turned to face them, a stern look plastered on his face.

"Remember, only 5 minutes. And don't touch _anything_." He looked at them all in turn as they nodded, before nodding along with them in satisfaction and opened the door.

A hiss of air that escaped as the sealed door unbolted and widened; the small group all shuffled inside. In the middle of the room, on a wider and bigger cot, was the familiar red and blue suited hero. What surprised the teens was the amount of machines he was hooked up to, as well as the bandages neatly wrapped around his sides. But the most surprising of all was the fact that Spider-Man was completely strapped down. They all looked at Connors expectantly, emotions varying from defensive frowns, narrowing eyes, and raising eyebrows.

Catching them looking expectantly at him, Connors replied hesitantly, "He started clawing at his sides, and wouldn't stop; I had to strap him down to prevent further harm to himself and the staff attending to him."

"Was he was attacking people?" Power-Man asked, catching onto the emphasis on the doctors latter statement. Connors nodded, but turned from Powerman to tap a few things on the screen that Spider-Man was wired to. The heart monitor displayed Spider-Man's heartbeat, which seemed to escalate and beep rapidly, before slowing down at random. It was the only thing that assured them all that he was still alive, judging by how motionless Spider-Man lay on the cot – as frozen as a corpse. That, and the shaky rise and fall of the ill heroes chest.

It was quiet again as the teens took in the sight, drinking in the sight and feeling a pit of concern and anger settle in all their stomachs. But the silence was cut shot, when the door swooshed open again, and a young nurse stepped in. "Dr. Connors," she called, voice high with tension and panic, "We need you in Sector 2, Rhino is acting up and Dr. Kyle isn't sure how to properly sedate him. Nurse Zack is already injured from the proceedings.

"Right, right; I'll be right there. Tell Dr. Kyle to wait till I get there before he tries anything else." Connors told her. The nurse nodded and scurried off, Connors was close on her heels. But he paused in front of the doors and turned back to face the teens again.

"I'll be right back, don't do _anything,_ don't touch anything. Just stay _there_." He ordered, and then was gone.

"Sheesh who died and made him Director?" Nova grumbled.

"He's just stressed." Power-Man said. "Wouldn't you be if you had to worry about a bunch of sick heroes who aren't – uh, in their right mind."

Nova mumbled a low, "I guess," and stopped his hovering to sit on a chair that was next to the cot. They all circled around Spider-Man, wishing to voice their conflicted and worried feelings, but unable to find the right words. Especially with the emotionless eyes of the guards stationed within the room, all watching the teens.

For a moment, the only sound in the room was the indiscriminant heartbeat that beeped from the heart monitor. They all perked up though, as Spider-Man gave a low and unconscious groan. One of his arms started twitching uncomfortable, and twisted abruptly beneath the strap; as if trying to stop or comfort any pain he was experiencing, but unable to do so with the restriction of his binds. Spider-Man's breathing hitched for a moment, coming out faster and shallow, before gradually settling down once more.

Dagger noticed the red stains on Spider-Man's gloves, his own blood no doubt. Where some of his gloves were torn away, Dagger could see his fingernails, which did looked a tad sharper than usual – not that she would know how sharp Spidey liked his fingernails – they just looked unnaturally sharp compared to those of the fingernails that she, or anybody else she knew, had. For a moment, the image of Spider-Man, screaming in agony and clawing at his own sides to stop some unknown pain, crossed Dagger's mind. It left her with sick stomachs, but a constantly growing ember of anger.

But she wasn't the only one, as Nova suddenly pounded the metal table by him with a fist, "I swear, I'm going to kill whoever did this!" he vowed. Despite what most thought, he and Spider-Man didn't actually hate each other or anything. Their relationship was more a brother-like thing. The insults, mockery, and quips were all just part of the package.

Besides, it wasn't just Spider-Man that made Nova furious. It was that all of his friends in pain, lying on beds, completely miserable and suffering and - most likely like Spider-Man - slowly becoming insane.

The others inhabiting the room were slightly startled with his outburst, but couldn't help but whole-heartedly agree. An ever-growing need of vengeance was filling in their stomachs to the brim, a strong desire to find the culprit of this beastly act and put him/her in as much pain as they were putting their comrades through.

Even Iron Fist, who was a pacifist, almost wanted to give the perpetrator a taste of his/her own medicine. Almost. He still remembered his training with the monks at Kun'Lun, and ignored the thirst for revenge. Instead, he saved it for when he could use it as fuel for future battles.

Amadeus glanced at the clock; their deadline in the Med Bay was drawing to an end, and they still needed to visit Triton and Rhino. Even in the silence, Amadeus didn't want to go yet. But he figured they pushed their luck enough for one day. He got up, "Our time is up," he informs his team regrettable. "We have to go." The others looked down glumly, but nod.

They all muttered a quiet, "Get well Spidey," and filed toward the door. Dagger got up, but noticed how Spider-Man's hands clench into a pained fist. She felt her eyes go a little moist, guilt underlining her other emotions. Spider-Man helped her and Cloak so much, he got them away from the tyranny of and lies of Taskmaster, and gave them a home, a reason to use their powers and skills for good. It wasn't fair that this happened to him. Or anyone for that matter.

She softly wrapped her hand around his, her palm glowing with pure, white energy. "You helped Cloak and I see the light," she whispered to him, low enough that no one else could hear. "Please get better soon; we all need you." The light glowed brighter for a moment, before seemingly seeping into Spider-Man's skin. Dagger let go, and went to join the others.

But unbeknownst to her, as soon as she lost contact, and the white energy had been expelled into Spider-Man's body, his consciousness stirred.

The energy burned through his veins, through arteries and cells and burned away the sedatives keeping him from consciousness. Suddenly, Spider-Man's eyes flew open under his mask. But they weren't his usual humorous, bright brown eyes. This ones were dark, with the pupils dilated to the extent that his eyes looked completely black; they it glinted with a wild, and feral gleam.

The next few moments happened so suddenly, the teens would find it hard to explain it to Nick Fury later. But suddenly, Spider-Man was howling at the top of his lungs, growling and hissing like a wild animal. He was pulling against his restraints with unrivaled strength, his back arching painfully.

"Spider-Man?" Amadeus cried out in surprise, backing up a few startled steps. He got a pained roar in return.

Spider-Man's muscles bulged with strain as fought against the straps keeping him down, his growling and hissing sounded so crazy and beastly that it sent the teens hair standing on end, and goose bumps rose unpleasantly up their arms; Spider-Man's head whipped around wildly, his yelling never ceasing, and growing louder.

The guards in the room jolted to life, talking into their communicators with renewed life, and pulling their guns from their holsters and into their hands.

"Get back," one ordered the other teens, aiming the trang guns at Spider-Man.

A moment of panic seized Cloak as he saw the guns trail to Spider-Man's chest. "No!" Cloak shouted. "Don't shoot him."

Almost as if he understood Cloaks words, Spider-Man fought harder, howls erupting from his throat. The teens all stepped forward to try and calm him, but the guards yelled at them to stay back again.

Spider-Man twisted his wrists torturously, the leathery material rubbed against his torn gloves, and cut into both cloth and skin. Fresh blood dripped onto the bed and soaked into the sheets. Not soon after, there was a snap as one of the restraints came free. With his free hand, Spider-Man tore the other restraints off before anyone could fully comprehend what just happened.

Now free, the hero jumped onto the ceiling, blood dripping onto the floor from his cut wrists. He was still making those horrible noises, his limbs jerked arbitrarily as he scuttled anxiously from the above.

"What do we do?" one of the guards asked.

"SHOOT!" the other commanded. They didn't need to be told twice, and opened fire immedianly. But whatever crazy stuff was happening to Spider-Man's body, it apparently didn't affect his spider-sense. The hero dodged the onslaught of tranquilizer darts, moving from the ceiling, to the walls, back onto the ceiling, to the floor, and back on the wall with amazing speed.

"Holy shit!" one of the guards yelled as Spider-Man rebounded off the wall and lunged for him.

Spider-Man's pained screams and growls intensified with all his movement, coming out raw and agonized. But almost as if possessed, he kept going. With a strong grip, Spider-Man tackled the guard and kicked him into the one closest. Without a pause, Spider-Man whirled around and grabbed another guard, his strong hands taking hold of the guards arm, and he yanked it to an angle. A disgusting snap was heard and the guard cried out in pain, before he was thrown into another guard, both hit the wall.

Spider-Man roared at them all, and attacked the next. It was gruesomely amazing, both awe-inspiring but ghastly as the scene fight continued. Within a few small minutes, a heap of unconscious and broken bodies littered the floor. Spider-Man stood amongst them his breathing was hard and deep as he loomed over the guards, for once since he woke up, Spider-Man was silent. His back was to his teammates.

His heavy silence was almost as frightening as the horrific growls.

Then, slowly, he turned around, and faced the horrified kids. Spider-Man's bandages were bleeding through again, his wrists also dripping and staining the floor beneath him. The heroes jumped into a defensive stance by instinct, hearts beating frantically at the scene they just witnessed.

Spider-Man took one step forward, and let loose a hair-raising, brutal howl, but didn't attack. Instead, he moved lightning fast onto the ceiling, and tore one of the vents covers clear off the wall. He disappeared into it, and just like that, he was gone.

Dangerous, and loose inside S.H.I.E.L.D Academy.

 **Here you go! Hope you enjoyed! Hope you guys didn't mind some slightly gruesome details, because that's what you got. Also, obviously May Parker and Phil Coulson have a thing for each other, and May does know of Peter alter-ego. Hope you enjoyed part 1!**

 **Part 2 will be here soon**


	5. Loose Part 2

**Hey guys, gosh all your reviews are really feeding my imagination. And don't be afraid to suggest a few ideas, I've already gotten a few ideas from a few reviewers and their very much appreciated. In this chapter we'll get to see what happens with a crazy Spider-Man loose in the ventilation system of S.H.I.E.L.D Academy.**

 **Aunt May shows up in this chapter as well. Enjoy!**

 ** _Previously on Infected: Humanity:_**

 ** _Then, slowly, he turned around and faced the horrified kids. Spider-Man's bandages were bleeding through again, his wrists also dripping and staining the floor beneath him. The heroes jumped into a defensive stance by instinct, hearts beating frantically at the scene they just witnessed._**

 ** _Spider-Man took one step forward, and let loose a hair-raising, brutal howl, but didn't attack. Instead, he moved lightning fast onto the ceiling, and tore one of the vents covers clear off the wall. He disappeared into it, and just like that, he was gone._**

 ** _Dangerous, and loose inside S.H.I.E.L.D Academy._** **_**

Pain.

That was the dominant sensation that pulsed through Spider-Man's body. With every crawl he made through the dark vents, his aching body rippled with the endless waves of agony that pulled at his muscles and tempted him to curl into a small, fetish ball and never move ever again. He could feel his tortured wrists still bleeding, leaving his fingers wet, sticky, and slippery, it was leaving a trail of red pooling behind him that anyone could find.

Spider-Man didn't remember much, all he knew was that he was in pain, and that it had something to do with the people who were surrounding him when he woke up. _They_ had tied him down, hooked mysterious machines to his body, and made him endure that never-ending torture.

Spider-Man felt something white hot explode in him, sending fragments of anger spiking through his veins and filling his head with a mindless cloud of fury.

He hated them! Hated the people who did this to him; who tortured him and hurt him! He wanted to hurt them all, every single one of them till they were a bubbling mess of blood and limbs. But, despite all that, the worst part was…he still wasn't entirely sure why he despised them so much.

He just had all this anger stirring inside him, unchartered and wild; jerking and gnashing around like a monster, riding just beneath his skin. He needed to direct that anger at something, and Spider-Man happened to hate those people with a passion.

Though, out of all his pains, inside and out, Spider-Man's sides hurt the worst. It was like someone was slowly driving a sharp, hot knife into his sides, baking all his insides to a crisp and boiling his blood till his veins felt ready to sizzle and burst.

Oh, how he longed to stop and just rest; sleep away this agony and hope that he wouldn't burn away into a pile of meaningless ash. Or, hopefully, does burn into ash and just stop this torture right then and there.

But, his instincts told him otherwise, they told him to stay alive; he needed to keep moving, find a safe, shadowed place where he wouldn't be bothered, and build him a protected web where he would be sheltered. He'd deal with his wounds there once such a spot was found.

Besides the everlasting pain though, there was a sick, nauseous feeling twisted and coiled with it, like a two-headed venomous snake. Spider-Man felt dizzy; his head was like a foggy mist that blanketed his mind and left him suffocating in the same emotions and thoughts. It was too thick to think straight in, and his stomach was starting to squirmed uncomfortable.

Adrenaline from his earlier fight was wearing off, leaving Spider-Man feeling drained and weak with fatigue.

But even with all this circulating through his body – fatigue, nauseous, pain - it always came back to two things: rage…and hunger.

It wasn't just for the people who had held him captive. Oh no - this rage was immense, filling every inch of him on the inside. This hunger was just as big; his stomach felt dry and empty, and his parched throat yearned for something to wet itself with. But it wasn't just anything that Spider-Man was craving; what he wanted was warm, and chewy – flesh. Human flesh. He wanted to taste the tart flavor of blood on his tongue, in his throat – he NEEDED it.

Honestly, this rage and hunger was the _only_ thing keeping him going; this needless thirst for blood, it was like white-hot flames, licking and scorching his skin, filling his head with smothering, smoky thoughts and fiery feelings. It poked and probed his nerves like embers, manically consuming him and driving him to the very edge of his sanity.

Spider-Man could barely wander through the vents without wanting to tear the very walls around him to shreds, or jumping out into the open and slaughtering anything – _ANYONE_ \- who was so unfortunate to cross his bloodied path.

But…still….there was _something_ holding him back; a small voice whispering in the back of his mind, telling him to fight his beastly instincts.

 _Friends are out there_ , the voice whispers frantically. _Don't hurt them. Please, don't hurt them! Gah! Why can't I control this stupid body!?_

Friends!? Spider-Man scoffed to himself. Those people were not his _friends_ , they were dangerous! _They_ shot at him, _they_ strapped him down, and _they_ made him **_HURT_**! They were no friends, no allies; only enemies who needed to be destroyed.

But, for some stupid reason, Spider-Man found himself holding back. He didn't attack with his full strength – that or he was too tired too. Every time he went to slice ones throat open, he found his finger frozen, stopped and wound with a string of hesitance and doubt. Whenever he got close though, by forcing his hesitance aside, with his finger hanging inches from flesh, the voice would yell so loud that it was like a spike through his head: _NO! DON'T DO IT!_

So, Spider-Man managed to come up with a half-hearted compromise through the sluggish mess of his thoughts – he would fight his enemies, but he wouldn't kill them, as long as the voice was quiet and didn't make that _horrible_ noise.

Though, they both knew (Spider-Man and the voice) that, that wasn't going to last long. This hunger was growing by the minutes, strengthening its hold on his mind and slowly becoming a top-priority.

Besides, this voice was way deep down in his conscious mind, and it seemed to understand this place, know what things were, and - more importantly - know the way out of here.

So, Spider-Man kept going, crawling through his own blood and scuttling through the cramped spaces that made him crazy with claustrophobia.

He withheld the urge to claw away the darkness.

 **LINE BREAK**

The teen heroes stood there for a few seconds in a stunned, almost paralyzing, silence.

The fact that they just witnessed Spider-Man officially "losing it", attacking the guards viciously, and escaping through the vents to wonder freely through the rest of S.H.I.E.L.D Academy left them all with an extreme case of _'oh-crap-we-are-so-dead'_ and ' _Dr. Connors-is-going-to-definitely-dissect-us-now'_.

Iron Fist was to the first of them to snap out of his stupor, and rushed to the fallen bodies to check for a pulse.

"Alive." He announced with a breathe of relief. The rest of his comrades shook away their bewilderment and ran to the guards to help assess injury. Thankfully, they were all just knocked out and seemed to only be suffering from some broken bones, major bruising, and – most likely – concussions.

As the teens made the positions of the guards a little more comfortable, Iron Fist said, "We need to tell Director Fury what happened." By instinct they all went for their wrists, where their individual communicators were supposed to be located.

Only to find their wrists naked and bare.

All of their tech, aside Amadeus's Iron Spider suit (which he utterly refused to part with), was taken from them so that the teens could be checked on by the medics while their communicators were looked over in case it needed repairs. With the worrying of their teammates, the kids had completely forgotten to get them back.

"Well that's just fantastic!" Nova growled, throwing his hands high up in the air.

"We'll have to go on foot then," Power-Man said, "unless Cloak can teleport us." They all looked expectantly at Cloak, who sadly shook his head. "I can't teleport there unless I've seen the place." He told them.

And, unfortunately, Spider-Man was the only one really familiar with Nick Fury's office, due to being sent in there so often.

"Well then, let's get running," Power-Man said. "We have to hurry." They all rushed out the door, only to come face to face with an extremely panicked Connors.

The doctor stopped at the sight of them; his eyes narrowing dangerously. "What. Happened?" he demanded. "I heard the commotion. Tell me Spider-Man is alright!" at the teens silence, the Doctor groaned with such frustration and anger that the heroes grimaced.

But, despite the guilt for causing Connors grief, they just didn't have time to stay here. They needed to talk to Nick ASAP, and then they needed a way to track down Spider-Man.

"No time to explain," Nova said, "We have to go."

"Oh no you don't!" Connors growled, stepping boldly in their way "You are staying right here and telling me what happened." The good scientist took a moment to look past their shoulders, and into-the now deserted-room. His eyes widened and his mouth dropped, taking in the bodies on the ground as well as the blood splattered on the floor, walls, and ceiling. "WHAT HAPPENED!" he yelled, voice going an octave higher.

The teens flinched, but fidgeted impatiently, "We can't-"

"Just go," Dagger told the rest of her comrades, "I'll stay here and explain everything; I'll catch up with you guys later. It that alright with you, Conners?" the girl turned to him.

Cloak frowned, obviously unhappy with the suggestion "But Dagger-" he tried.

"I'll be fine Cloak, I'll catch up as soon as I'm done." Dagger reassured him.

Conners thought for a second, "We're kind of in a hurry," Nova piped in. Sighing, the scientist nodded, and no sooner than he did, the other heroes were gone. Dagger stayed behind, and immedianly got to explaining.

As they all ran, Agent Venom finally spoke, "DID YOU GUYS SEE THAT?!" his voice was shaky, but it was crossed between _freaked-out-and-about-to-have-a-break-down_ to _totally-about-to-fanboy_. It was no secret how much Agent Venom worshipped Spider-Man, though it must've been a weird experience watching ones idol go nuts.

"Unfortunately, we did." Power-Man replied. "And I'd prefer not to see it again."

"But…dude, that was both freaking scary, and freaking awesome." Agent Venom continued. "Did you see how long it took him to take out those guards?" he shuddered a little "Why do you think he didn't attack _us_." Above them Nova shrugged.

"Maybe we intimidated him."

Powerman snorted, "Yeah, _we_ intimidated him. But not a bunch of highly trained S.H.I.E.L.D Agents with guns." He shook his head doubtfully. "Sorry, but I don't think so."

"We will just have to hope that Spider-Man is still in there somewhere, and fighting against this virus." Iron Fist spoke, his unnervingly calm tone getting to everyone. How did he do it? Did anything ever startle this guy?

Nova voiced his thoughts, "How are you calm right now? We just saw _Spider-Man_ go completely insane. FREAKING _INSANE_!"

"One's mind will cloud with thoughts of fear or confusion, but it is best to keep a clear head, and a level tone to assure control." Iron Fist wisely replied. Nova rolled his eyes and flew faster, zooming through the halls and toward Director Fury's office. Agents who lingered in the halls were rushing around, as if they already understood the danger lurking in the vents.

The heroes would've stopped to alert them, but Nick Fury was the eye in the sky. Once he knew, he could tell everyone else with one go.

They kept their eyes peeled for any signs of Spider-Man, hearts beating a little faster whenever they thought they saw something out of the corner of their eyes. Spider-Man may have not attacked them before, but who's to say he won't hunt them down to finish the job.

No one knows what's going on in that messed up head of his.

But they did make it to the Directors office in one piece. Not even bothering to knock or give a warning, they barged right inside. Nick Fury was at his desk, tucking a gun inside his leather trench coat when they entered. He didn't so much as flinch, or even glance in their direction, as they spilled behind him. "You better have a mighty good reason for interrupting me." He dully warned them.

They all stopped to catch their breaths, Nova (who was had been flying, and wasn't tired) said, "Director Fury, Sir, Spider-Man, he just-"

"Broke out of the sick bay, and is now wondering S.H.I.E.L.D Academy." Fury interrupted dryly.

"Yeah and he's-"

"In a mentally unstable state and likely to cause harm to himself and my agents; yes, I know."

The teens all gaped at him, "How the world do you know? It happened, like…5 minutes ago!" Nova shouted in surprise.

Nick Fury looked at him with an _almost_ amused look. "I'm the Director of S.H.I.E.L.D," He told them factually, "I was notified right as Spider-Man showed signs of consciousness, by the very guards watching him." That's odd; the teens didn't recall the guards calling Fury. But, then again, everything was happening fast and all at once; the guards _were_ talking into the communicators. So it sort of made sense.

"I've already alerted the rest of the guards, and staff. They were ordered to go to the cafeteria and closed work stations for their own safety. All vents leading into their locations will be shut off and reinforced, so Spider-Man can't get in. Meanwhile, you, me, and a few of my specialized Agents will be tracking down our escaped patient." Nick informed, he stood in front of the teens. "Any questions?"

The teens all looked at him in shock. No one wonder all the agents in the halls were rushing so frantically (yet, surprisingly, orderly). Turns out, they _did_ know about the danger they were in.

But even with the other agents safely locked away, and a group of "specialized agents", helping the teen heroes, and Nick Fury (himself) find Spider-Man, well….they didn't see Spider-Man fight. He might have held back before, but if they were to encounter him again there's a strong chance he would be giving it his all. He'd be relentless, and violent, and crazy. They wouldn't be able to attack with all their power probable too, because 1) Spider-Man was still a friend (however crazy he is in his head) and they didn't want to hurt him. And 2) He was sick, and already injured. He won't regard his own wounds, so they needed too. They don't want to hurt him more than he already is.

Considering the circumstances, a whole lot of them were bound to get severely hurt - or worse. "Uh…Fury, Sir," Cloak hesitantly said. "We all saw Spider-Man fight earlier, and…uh….well,are you sure that's enough people?"

"Hate to admit it," Nova agreed, "But Spidey was a savage, and with those little numbers, a whole lot of us are bound to get mauled by him."

Nick Fury raised an eyebrow at them; "You think I should call in the Avengers?" he asked them, not caring to let a little bit of surprise and doubt slip in with his words. The others shuffled uncomfortable, "Well, it certainly shouldn't hurt to have the extra numbers." Power-Man admitted.

Nick Fury debated the suggestion, he looked at them all in turn, before saying, "Alright, I'll call for the Avengers, just as a precaution." The kids visible relaxed - that is, until Nick added. "While I do that, I need you guys to track down Spider-Man." They all immedianly stiffened, hearts spiking again.

"W-what?" Nova stuttered, momentarily faltering in his hovering.

Nick looked at them weirdly again, "Problem?" he asked. They all looked at the ground, toes innocently digging into the floor. "Power-Man, Iron Fist, Nova…is there a problem?" Fury repeated. Said heroes avoided eye-contact.

Amadeus shifted nervously, he understood why those three would be deemed fit to fight Spider-Man. But him, Cloak, and Agent Venom - they were all newbies; rookie heroes. As much training as they've had, they weren't nearly as skilled as those in within the "Ultimates" (the team consisting of Spider-Man, White Tiger, Power-Man, Iron Fist, and Nova). Those other 3 could handle something like this, not them. They'd most likely get in the way.

But he had to try, right? Spider-Man never gave up on them. Not when Amadeus had 'stolen' the Iron Spider suit, not when Arnim Zola tried taking over, and not during the "Contest of Champions" with the Collector and Grandmaster. So why should Amadeus quit? He had to do this! For Spidey, for Squirrel Girl, White Tiger, Rhino, Zabu, and Rhino; he needed to make sure they all made it through this unscathed.

"No problem, Sir." Amadeus spoke up; deepening his voice and straightening up, trying not to look as nervous as he felt. The others glanced at him like: _Dude! What are you doing? Are you trying to kill us? You're supposed to be the smart one!_

But Amadeus ignored them, "Spider-Man wouldn't stop," he said, he looked at his teammates. "So neither will I." they all looked at each other, a little shame-faced for thinking of not even trying, not without the aid of the Avengers or Fury.

But they were ' _big superheroes'_ now. It was time they put on the "big kid capes" and take responsibility. They didn't need to hold the Avengers hands, they could do this! The others gathered up their splattered emotions, and nodded. Power-Man smiled and gave Amadeus thumbs up, making the genius feel a little prouder.

Nick Fury nodded in approval, "Good, now because I'm so limited with agents knowledgably in this, I'm dividing you all into separate groups. Each of you is assigned one or two agents. Your assignment is to get a visual on Spider-Man and his location, but do NOT engage. I do have cameras set in Spider-Man's containment unit, so I saw what he did to the guards. Personally, I think we could take him. But you're his team, so I'll take your advice into consideration. Besides, I don't want to deliver any more bad news to families or loved ones. Let's keep the deaths to a minimum, alright?"

 ** _LINE BREAK_**

Agent Venom scoured his given sector of the Academy with an alert gaze and scrutinizing steps. He walked through the halls, eyes scanning through the empty corridors for any sudden movements or flashes of color.

He saw a sudden movement in the corner of his eyes, and he whirled around with missiles already out and ready to launch. "DON'T SHOOT!" someone yelped, and Agent Venom stopped abruptly. It was just Agent Cal, the S.H.I.E.L.D agent assigned to investigate this part to of the Academy with him.

"Oh, sorry," Agent Venom muttered sheepishly, and retracted the missile launchers.

Agent Cal huffed, smoothed his uniform with one hand, and repositioned the trang gun in his hand. "Relax kid," he said, with an irritated tone. Gosh, did all grown-ups have a thing against teenage superheroes? They always seem cranky around them, that's for sure. "We'll be fine. Just stay behind me, and _try_ to be quiet."

Agent Venom scowled, mocking Agent Cal under his black mask. "Hey, I'm doing just fine." Agent Venom scoffed, and kept walking.

Agent Cal grabbed his arm, "Stay. Behind. Me!" he snapped. Flash felt a spark of annoyance bloom in his chest. A rippling sensation spread through his body as the symbiote felt it too. The symbiote wished to grab Agent Cal and throw him through a wall, better yet, just beat the crap out of him! No one could talk to Agent Venom like that!

But then distant, similar memories rose to the surface of Flash's mind and he immedianly burned with shame for thinking of hurting the Agent like that. Shaking his head forcefully, Flash pushed those memories back under and far from reach; bitter, painful, and distant memories that he'd rather forget. Memories of bigger fists, kicks, and harsh words…Flash growled warningly at himself and clenched his fists; he shoved the memories farther back.

Not only that, but Flash promised Spider-Man that he could – and would – be able control the suit.

Sometimes though, the symbiote felt restless when it was cooped up, or when it got angry like Flash. It responded well with anger or stress, sometimes more than Flash felt comfortable with. But he always managed to keep it together, and sudden, violent urges were suppressed and restrained.

And just like all those times before, Agent Venom resisted the urge to hurt, and forced himself to allow Agent Cal pull in the lead.

As they walked in silence, Agent Venom's thoughts turned to Spidey. The fight Crazy Spidey had against those guards had really chilled Agent Venom, right past veins and muscle clear to his bones. One of the reasons Spider-Man was his favorite hero was (not just because he really kicked butt) but because he tried to do it with minimum casualties. Spider-Man didn't cause harm if it could be avoided; sometimes even trying to talk the enemy into switching sides! Flash has seen it with his own eyes, and admired it.

But that fight….sure it was kind of cool how fast the guards were taken down. But that much ferocity, and violence…that wasn't Spider-Man. That was a sick hero who couldn't remember who he was. That was pure anger, and savagery. That was…just like the old-Venom Flash used to see on TV.

All those times when the evil symbiote came on screen, it battled with the kind of behavior of a wild animal. Sure, now Flash had control over the symbiote. But he was secretly afraid that one day he would wake up, and Venom would be out of his control. He'd be a failure, to himself, his team, and Spider-Man.

Flash recalled the brutality of Spider-Man's screams and shuddered to himself. He purged onward, and tried to forget about it. But no matter how hard he tried, the thought of him coming up against Spider-Man like that, honestly, freaked him out – a lot.

Flash couldn't fight that! He'd be _'down'_ before he could even blink. The fight would be over before it even started.

Flash didn't realize he had fallen behind before he heard a soft noise and jerked back to reality. Agent Cal was still scouring the sector, farther up ahead; gun still in hand.

"Focus Flash!" Agent Venom scolded himself. "Spidey's counting on you. Come on!" He shook his arms and rolled his neck, trying to relieve the tension building up there. Then he ran to catch up with Agent Cal.

But just a few feet later, Flash slipped and went sprawling on the ground. "What the-!" Agent Venom cursed, hoisting himself up with his arms and glared over his shoulder to whatever tripped him.

His blood ran cold.

It was dark red and splattered on the ground, the substance was too thick to be water, and smelled of copper. Flash could practically taste the sharp and tangy flavor.

This was blood.

Agent Venom wasn't bleeding, and as far as he knew Agent Cal wasn't either. Which led Agent Venom to wonder how Agent Cal hadn't noticed it before; unless, the blood was fresh. But that could only mean one thing…

There was another drop that landed in the small puddle, causing Agent Venom to jerk his head to look up. Right above him was a vent; it had more blood slathered on it. The blood there was slowly dripping down the bars; the amount of blood on the floor was very small. Meaning it hasn't been dripping for too long; also meaning Spider-Man was close.

Really close.

And that's when Agent Venom heard it: a distinct scuttling in the vents, something crawling fast, but softly. He felt his throat constrict, as his eyes followed the small noises. Sometimes it seemed as though the noise disappeared, but then he'd barely catch another sound and his hopes were quick to shatter. The sound was so low, and quiet, Flash wouldn't have been able to notice it if he wasn't searching for it.

With his heart beating in his throat, Agent Venom's eyes stopped when the noises stopped by a vent a few meters a head. And that's when Agent Venom noticed Agent Cal was standing a few mere feet from the vent cover. Agent Venom stumbled, suddenly dizzy. He realized it was because he had been holding his breath.

Then, after and excruciatingly quiet minute, blood slowly started dripping from that vent, and splashed on the floor behind Agent Cal. Some of it flew through the hair and freckled the agent's heels of his shoes. But Agent Cal was too busy talking into his communicator to notice the danger lurking behind him.

"C-Cal!" Agent Venom tried to yell, but it got caught in his throat and came out more as a strangled gurgle. A seed of panic and unease settled in Agent Venom's stomach. His mind was telling him to run, to get away, and to be safe.

But Agent Venom in-took a sharp, shaky breath, trying to loosen up his tight throat. "C-CAL!" he screamed, his voice carried out through the halls and echoed painfully off the walls. Agent Cal sighed, "What?" he demanded whirling around, spreading his arms out in exasperation.

But then, Agent Cal felt something on his hand, and he looked at it to find a red splotch dotting his skin. "Huh?" he gasped, and then looked up.

The agents eyes widened in horrified realization and a scream had barely tore from his throat before Spider-Man broke through the vent cover and landed in front of Agent Cal. A tough, meaty hand thrust out and caught the man in the throat and cut off any other scream. Agent Venom was still on the ground, watching helplessly, as Spider-Man slammed Agent Cal into the ground, then grabbed his body again and flung against the wall.

With the ferocity of a monster, Spider-Man jumped on the agent's broken body and raked his nails over any exposed flesh and shredded skin and muscle with his teeth. It was a quick procedure, but gruesome and brutal. Agent Venom watched the ghastly scene in horror, unable to forget Agent Cal wet shrieks of pain, before cutting off abruptly. The symbiote had barely uncovered his mouth before Flash was heaving in disgust on the floor, spilling any contents in his stomach out in front of him.

After dry heaving for several minutes, Flask whimpered weakly and coughed on the stench of blood. He shakily pushed himself from the foul-smelling puddle of vomit and farther away from the crazy hero meters in from of him.

Flash's his time at the Academy has been short, but he had never seen someone killed – especially in such a vicious and savagely violent way. It shocked his body till he was practically paralyzed. Spider-Man had his eyes turned to Agent Venom now, and even through the partially torn mask Agent Venom could feel the deranged expression Spider-Man wore. Blood was splattered across nearly every inch of his costume; it stained the front, speckles freckled his glossy eye-lens, blood dripped down his mouth and dribbled off his chin.

"S-Spidey?" Agent Venom whispered, his arms shaking.

Spider-Man lips, from what was visible, quirked up in the corners, almost in a smirk; as if he heard Flash mutter his name. Then he howled at Agent Venom, smirk never vanishing, and lunged for Flash, bloody hands out and extended, coming for him.

Coming for the kill.

 **Hey guys, there is more to part 2. But this just seemed like such a cruel cliffhanger, that I just couldn't stop myself. There will be a part 3, but for now enjoy this.**

 **I kind of surprised with the brutality of this chapter…oh well…**

 **I'm feeling evil today, my dog is getting 'put down' (for killing a stupid chicken) so I felt the need to spread anguish and sadness. Sorry #notsorry**

 **Hope you enjoyed that piece of Spider-Man's POV in the beginning, the effects of the gas are still in effect. He promised himself not to kill, but he's finding it harder the longer he goes without a cure. So, good luck Flash!**

 **Hope you enjoyed!**


	6. Loose Part 3

Previously on **"Infected: Humanity":** ** _Blood was splattered across nearly every inch of his costume; it stained the front, speckles freckled his glossy eye-lens, blood dripped down his mouth and dribbled off his chin._**

 _ **"S-Spidey?" Agent Venom whispered, his arms shaking.**_

 _ **Spider-Man lips, from what was visible, quirked up in the corners, almost in a smirk; as if he heard Flash mutter his name. Then he howled at Agent Venom, the smirk never vanishing, and lunged for Flash, bloody hands out and extended, coming for him.**_

 _ **Coming for the kill.**_

Agent Venom couldn't even yell in fear as Spider-Man barreled toward him at a terrifying speed. He felt his limbs lock and his blood freeze, as if Spider-Man's very presence was a snow storm that froze his joints and left him feeling as if he just inhaled an icicle.

Despite his sickness, Spider-Man's speed didn't fail him. The crazy hero would be upon Agent Venom within seconds; blood flew from behind Spidey, decorating the floor with splotches of blood like red rain. Agent Venom wouldn't have been able to move out of the way fast enough, if not for his symbiote still being awake and functional.

A few tendrils of the symbiote snapped out and stuck to the wall, pulling Agent Venom out of the way right as Spider-Man's legs coiled and he pounced. Agent Venom gasped as his back hit the wall, immediately snapping him out of his shock. Spider-Man, on the other hand, slipped on the puddle of blood he made and slid across the smooth floors, smearing red across the ground, and hitting a wall across the hall. He scrambled on the ground for a moment before whipping to his feet and whirling around and hissing at Agent Venom, looking absolutely undeterred by his fall.

"Spidey!" Agent Venom said shakily, "I-it's me, Flash - Agent Venom...Spider-Man, bro?" but the crazy hero didn't seem to understand, and cocked its head questioningly to the side like: _Why aren't you running yet?_

Spider-Man hissed and took a step forward, but stopped again in surprise when Agent Venom yelled at him "Wait!" Flash licked his lips nervously, his eyes not daring to leave his teammate for a second. He scrambled to come up with a plan. He had gotten his communicator back before this all started, but it had broken when the symbiote saved him - the comm hit the wall and shattered - awful convenient right?

But maybe...maybe he could stall for a while - Agent Venom saw Spider-Man do it plenty of time to his enemies; how hard could it be?

"Yeah, uh, so….a-anyway-um…you probably don't remember me, huh?" Spider-Man gave no indication that he knew Flash. "C-cause of the gas, right? Sorry about that bro, its sucks." Flash worked to get his voice sounding casual and carefree. Spider-Man cocked his head to the _other_ side, still looking confused. His growls and hissing had stopped, but his mouth was set in a tight, straight line.

Flash knew about Spider-Man alter ego: Peter Parker. And for a while, it had really startled him. To think that'd he'd been beating up Spider-Man (his idol) for years, (even though Peter wasn't Spider-Man the whole time during said "locker knocker" times). Flash's emotions had gone something like denial, confusion, denial, giving in, guilt, uncertainty, awe, admiration, and now he's okay with it.

He had denied it a few days after the game with the Grandmaster, causing Peter to have to physically prove he was Spider-Man. Then Flash had been confused; why had Peter let him beat him up for such a long time? If he was Spider-Man, he could've stopped Flash within the blink of an eye. Then he was in denial again; there was no way Spider-Man would endure torment like that for nothing! There was just no way! (Peter/Spider-Man had to sit Flash down and explain for nearly 2 hours before Flash was convinced again). After that, he felt awkward and uncertain; he wasn't sure what to do or say with Spidey-Peter anymore. Does he apologize? Does he say, "Hey dude, sorry for 'locker knocker time'. You wanna go beat up some purse-snatchers?"? Or does he just give Spidey-Peter his space? Then he felt guilty again, recounting all the times he caused Peter trouble. But then he was in awe at how efficiently Peter had handled his chaotic teenage life, as well as putting up with Flash and super villains alike. Then it was back to admiration, and Spider-Man was now (without a sliver of a doubt) his favorite hero ever!

But this person in front of him; this hissing and snarling beast _wasn't_ Spider-Man or Peter Parker. Flash wasn't sure if his talking alone would keep Spider- _Beast_ at bay in time for back-up.

Hmmm...Flash _could_ try to talk some sense into his friend, he's seen Spider-Man do that too. Or maybe he could just confuse the arachnid somehow. He could talk about Peter Parker's life - just until he could contact some help _!_ Maybe it'd even put some sanity back into that spidey head.

"We went to Midtown together," Flash started slowly, trying not to rile the other up. "Midtown High. You're a nerd, you like sciencey stuff, and reading. Remember? You used to where this really nerdy glasses, and you were the scrawniest kid ever! N-not anymore though; I mean, you've packed on quite a bit of muscle, and - er...um...you know...anyway. I used to stuff you in the lockers. Yeah, we called it 'Locker Knocker time-" apparently that one did strike a chord with Spider-Man.

A bad one.

Spider-Man screeched angrily at Flash and jumped at him again. "AHHH! HOLY SHI-" Flash shouted, quickly dodging a swipe of claws, "I said I'm sorry! I'm Sorry! I'm Sorry!" but Spider-Man paid his apologies no mind.

Spider-Man jumped at Agent Venom with lightning speed, leaping in the air and aiming a kick for the white spider symbol on his chest. Agent Venom rolled to the side, and Spider-Man hit the wall instead. But instead of stopping, or even hitting it like before, Spider-Man instead kicked off the wall and back flipped behind Agent Venom.

He landed with a painful grunt, one arm curling around his side, but kicked Agent Venom in the back and sent him flying. Agent Venom landed on the ground in a heap several yards away but could hear Spider-Man grunt in pain again as he jumped from the floor to land on Flash. With the help of the symbiote Flash flipped away, landing a few paces in head of his comrade. "Spidey!" Agent Venom tried again. "Please, stop! W-we can get help. I know you're in there somewhere! Come on Bro."

Spider-Man stopped to catch his breath, his arm was still wrapped tightly around his bleeding torso, his fingers dug into it tensely. Spidey gave another snarl, fierce (but quieter) and took another step forward.

But he must've been in a lot of pain, because he instead stumbled onto one knee, hunched over and wheezing roughly - sounding as if someone was sawing his rib cage in half. He stayed on one knee for a few minutes, with his body swaying dizzily, before suddenly pitching forward. Spider-Man managed to stop himself from face-planting the floor by catching himself with his arms, but the exertion had him whimpering in pain and his breathing strained further. Now on his hands and knees, violently heaving and coughing pulled from Spider-Man's throat. Agent Venom watched in horror as blood came lurching from Spider-Man's mouth and splattered on the floor, blood dribbled down the corner of his lips and across his chin.

Agent Venom took a worried step forward, his heart ripping painfully at the weak sight, but that was when he noticed it. Spider-Man's sides, seen through the tatters of the bandages and his suit, seemed to be rippling up and down in a wave pattern; slowly and gruesomely. It looked like something was pulling on the skin, that, or...like something was trying to push _out_.

"Dude!" Agent Venom gasped, his voice jumping several octaves higher. "That's - that's not normal. Oh my - " he swallowed down his stomach acid and shook his nausea away. "Peter, we can help you, Nick Fury…your friends. Please, just listen." he took another step toward his friends, hands out cautiously with the palms up, a gesture that anyone would do with a frightened animal. "We can help." He repeated.

Spider-Man's head whipped up to look at Agent Venom, and his lips pulled into a pained sneer as if saying: _Why are you still talking?!_

But then a shudder racked the arachnid's body, and his head went back down, and he ignored Agent Venom once more. His body was shaking uncontrollably now, and loud whimpers replaced the angry hissing. It took only a few seconds for his arms to give out, causing Spider-Man slumped to the ground, immediately curling into a ball with his arms and hands tucked in tight against his chest.

Screams of tortured agony ripped from his throat, ricocheting off the walls and coming back to wrap around him in a squeezing embrace. Spider-Man hands would untuck themselves from his chest, and move to hold his sides, but right as his fingers brushed skin he would yell louder and pull away - reacting as if he had gotten burned.

Agent Venom grimaced and yearned to run to his friend's side and help. But, approaching Spider-Man, even in as much pain as he was, would only freak the arachnid out more.

The spidery hero writhed on the ground, his hands (unable to touch his sides) dug into the floor, unintentionally ripping away some of the metal with nothing but his fingers. Spider-Man was defenseless on the ground and was certainly going nowhere soon. Perhaps, Flash reasoned, he should try to knock him out, _before_ he tried to move Spidey - but he'd need to do it from a safe distance. He needed a...a… A TRANQ GUN! Agent Venom looked at the fallen body of Agent Cal, and there, only a few feet from his body was the tranquilizer gun.

Agent Venom took a hesitant look at Spider-Man, before sprinting for the gun. If Spider-Man noticed his actions, the hero didn't do anything about it. Agent Venom ran as fast he could, before shooting a web that carried him the rest of the way there. He landed by Agent Cal's body, his feet sloshing messily in a thick puddle of blood. Looking at the agent's body, had to fight back his breakfast and restrain a strangled sob at the same time.

The agent's body was twisted at odd but grotesque angles, the flesh was brutally torn and sliced revealing the sinew and bones beneath the heavy pool of blood that ran down and stained ripped clothes and once-clean floor; broken bones protruded from the skin, and glistened red under the hallway lights. From where he stood, Agent Venom couldn't even tell that this had once been Agent Cal - he looked like nothing more than a pile of broken bones, torn flesh, and blood.

He was dead, and that clarity left Agent Venom swallowing thickly with unshed tears and fright.

Flash didn't know the agent very well, but he still felt mourning fingers play at his heartstrings, and his eyes couldn't help but burn with tears. He was only a kid after all; he wasn't someone like Captain America or Wolverine who's killed before; and while Flash knew the Agent's death wasn't his fault, he could help but suffer from a strong sense of guilt. If only he had warned Cal sooner…

Not being able to stand to look at the mangled body anymore, Flash turned away as the first few tears ran down his cheek. Maybe he could have prevented it. He should have paid more attention, he should have reacted sooner, then maybe-…maybe Cal would still be alive.

Agent Venom's throat tightened rather painfully, as guilt stabbed him mercilessly in his chest. But he was quickly snapped out of his guilty sorrows as another skin-grading cry rose up from Spider-Man, and he quickly looked toward the trang gun he came for.

There was another anguished scream from behind, and Agent Venom instinctively glanced back. Spider-Man was still on the ground, but he now pounded one fist against the hard floor with so much force, it dented the metal; while the other hand lacerated his side, too far gone in his pain to care about the burning. Agent Venom noticed that Spider-Man's sides were still shifting under the skin; the bumps there were getting bigger and longer, looking ready to tear through the skin.

In a crazy frenzy, Agent Venom lunged for the trang gun. He grabbed its hilt and rolled onto knees, facing Spider-Man with the nozzle pointing at his comrade as soon as it made contact with his hand. But before his finger could pull the trigger, Spider-Man let out a final, torturous scream of pain and four appendages burst from his sides.

Flash's eyes widened in shock and he almost dropped the gun, as four extra arms sprouted from Spider-Man's side like a couple of daisies. They looked shiny, wet, and red - a little like how a new baby looks after birth. The only difference though, these arms were exactly identical to his original two; long, hard, and packed with muscle.

Spider-Man's cries had ceased, and the hall was suddenly pitched into a laborious silence that snuffed out all sound, all aside from the heavy breathing of the teen laying on the floor. Then, slowly, almost as if testing them out, his four extra limbs twitched and started to rise. Spider-Man lifted himself up, to where he was on his hands (many hands) and knees, still panting - but no longer screwed up in pain.

Later. Agent Venom wished that he had the guts to pull the trigger right then and there; he wished he could've just ended the crazy hunt then and spared everyone the bruises. But his finger, instead, remained hovered over the trigger, locked soundly in place.

Pointing this gun at Spider-Man/Peter Parker and Flash felt the crushing sensation that he was betraying the hero. Like he was double-crossing the one kid who forgave so easily him for his past mistakes, and that he was stabbing that kid in the back. And...and he just couldn't do it, no matter how much his brain told him told to.

Unfortunately, Spider-Man didn't feel the same. The hero staggered onto clumsy legs, using his sticking abilities to keep his feet planted and examined his arms, almost in wonder; flexing them and tightening them into fists experimentally. Flash then and there decided he didn't want to be around when Spider-Man figured out how to use them.

So he grits his teeth, took a deep breath, and forced his finger to curl down. He pulled the trigger, letting his symbiote do the aiming.

The dart whistled through the air as it sailed toward Spider-Man. It would have been a flawless shot in the chest.

But quicker than Agent Venom anticipated, one of the newly grown arms shot up and caught the dart, just a few inches from Spider-Man exposed skin. The arachnid looked down at the dart in slight surprise, then up at Agent Venom, before shattering the vial in his hands. A sharp and crude smile tugged on his lip as he gazed at Flash with the cold friendliness of a predator; the transparent drug rolled down his hand and mingled with flecks of blood. The concoctions dripped rhythmically at Spider-Man's feet.

Agent Venom looked at the trang gun in his hand, and then back at his 'comrade'. "Sorry?" he tried.

Spider-Man lunged forward with a hiss. Agent Venom dived away from a bone-crushing punch with a yelp. Jumping up, the symbiotic hero faced Spider-Man with his feet squared and his fists up and ready. Agent Venom's eyes narrowed, as his connection with the symbiote sharpened like a double-bladed knife.

Spider-Man swiped at the teen, but Flash arched back so the claw missed his face by a few centimeters, then retaliated by dropping to his hands and sweeping the crazy-arachnids feet out from under him.

It was moments when Agent Venom becomes one, both physically and mentally, with Venom that he really felt unstoppable. Everything was in sharper focus, his senses were heightened to their extent and filled with buzzing energy; he could feel the symbiote bond with his consciousness, he heard the cool whisper of it in his thoughts. Agent Venom felt adrenaline streak through his veins and squared himself, filling (for once) confident in himself and his abilities.

Spider-Man backed from Agent Venom as soon as he got back on his feet, and this time regarded the black and white costumed hero with keen interest. For a moment the two squared off, both simply staring at the other quietly. Agent Venom shuffled with nervous energy, unsure of why the relentless attacks stopped - not that he wasn't grateful. It took him a moment before he realized that Spidey was looking intently at the white spider emblem on his chest. Spider-Man's mouth twitched upward, almost in a smirk, before furrowing down thoughtfully - as if he couldn't decide if he liked the symbol or not.

Agent Venom didn't know what Spidey's problem was, he thought his spider-symbol was pretty cool.

Spider-Man's lips finally dipped downward in a displeasing frown, before they curled into a sneer that bared his teeth. A low hiss snaked past those fangs, sounding like a bike-tire letting out air. Agent Venom gulped and took a step back, his burst of confidence depleted some. Inside, his nerves were wrecked - he needed to calm down. There had to be something here that could help him.

 _Okay, this is just like basketball_ Flash told himself firmly, _We're on opposite teams. He's offense and I'm defense. I've got to keep him from getting the basket, which can be…_ Flash quickly glanced around. _Uh...the end of the hallway I guess. It's a man-on-man defense, I just can't let him get past me or we lose the game._ Flash took a deep breath. _I can do this!_ feeling a bit more connected to the situation, Agent Venom straightened his stance and kept his eyes on Spider-Man in rapture attention.

Spider-Man hissed again and slowly eased down into a crouch; one that Agent Venom's seen all too many times. That crouch meant there was action in his near-future.

Looking quickly around for something to help himself with, he grimaced when seeing there was nothing here, in the empty hallway, that could possible help. The tranq gun would have only a few more darts left, but Spidey's senses seemed to be working at full capacity and he'd probably just dodge them all; perhaps if Agent Venom could get far away enough, he could make run for it down the hall and try to find the others. But then it was highly likely that Spider-Man could catch him from behind - which definitely wouldn't be good. He could try to take Spider-Man down, but - let's face it - Agent Venom could barely take down a regular Spider-Man, much less a crazy, blood-thirsty Spider-Man with 4 FREAKING EXTRA SPIDER STRENGTH ARMS!

What he needed was a way to contact his team, and THEN hold off Spider-Man until they came to his aid. But how would he...wait...Agent Cal's communicator! It was still here. Agent Venom snuck a fleeting glance at the fallen body behind him, where the communicator was still, surprisingly, tucked snugly in what was probably Agent Cal's ear.

Alright, all he needed to do was get the communicator, call for backup, then hold off his blood-thirsty idol. Do that and he might just have a chance of coming out of this alive - yeah... easy peasy…

But, it's wasn't like he could just turn and go get it. As soon as his back was turned, teeth and claws would attack his vulnerable neck. Not a good position. His webs could maybe...no, he wasn't that good of a shot - not yet anyway. Maybe his symbiote could aim...well...there was still the chance of missing, which could give Crazy-Spidey the opening he needed.

 _Come on Flash!_ Agent Venom growled at himself. _You can do this! Think Just like basketball. LIKE Basketball - I'm offense, he's defense; the comm is the ball. I just got to keep the ball till I can get an assist from my teammates._ He exhaled shakily. He just needed a way to get back there without ending up like a symbiotic pile of blood and bones. Okay, think. Think, think, think….

Flash bit his lip anxiously. _Did they have any courses for this kind of thing? The Academy should definitely look into it._ Ugh! The only way he was going to get anywhere near Agent Cal is if Spider-Man lead. Hmmm. Agent Venom felt the creeping sensation of an idea sneaking into his brain. Well...maybe if he positioned himself just right, and Spider-Man was strong enough...then, that _just_ might work.

Inhaling deeply, and steeling his nerves, Agent Venom shot a web at Spider-Man (who dodged it with an angry shriek) and yelled, "Well then, come on you eight-limbed freak! You want me, come and get!" the words tasted like vinegar in his mouth. Spider-Man didn't take a liking to it either and raced at him with angry noises.

The first hit Agent Venom dodged, same with the second, third, and fourth; each time slowly shifted his position, till his back was completely facing Agent Cal. Flash saw the fifth hit coming, grimaced, and braced himself.

This is going to hurt.

He didn't dodge. He stiffened his body, and let the blow connect. Agent Venom's face jerked from the impact of the fist and felt himself fly backward. He landed roughly on his back after a moment of open air, which knocked the breath out of him, but now he was right by Agent Cal. Just where he needed to be.

Wasting no time, Agent Venom scrambled the remaining foot between himself and Cal; his hands searching for the communicator. Blood got slathered over his torso and arms, down to his wrist and slicked up his fingers. A bubble of frustration popped in his chest as the comm kept slipping from his grasp before he finally managed to grab the device out of the dead agent's ear. Reaching up, but struggling with his slippery fingers, Flash got to putting the bloodied comm his own ear. Even before the device was securely in place he started yelling into it, "HELP! Agent down! Spider-Man is attac-" but that was as far as he got before he was abruptly cut off and violently yanked away.

Flash landed on his back again, breathless once more, as he felt himself being dragged across the floor. He flailed crazily, trying to hit whatever hand had a hold on him but was surprised to find nothing there. Glancing over his shoulder, Agent Venom saw something sticky, white, and very familiar connected to his back.

Web fluid.

But Connors had taken Spider-Man's web shooters when the kid had started going crazy…so how could he...

Agent Venom followed the web with his eyes, going up past his shoulder and right up to one of Spider-Man's wrist where the web was coming right out of his arm! WHEN DID THAT HAPPEN?! Feeling nausea squirm in his stomach, Flash grimaced with a miserable groan. Oh, that was so _wrong_.

"Ew!" he gagged. "That's coming out of your _arm_? I think - I think I'm gonna be sick..." whereas the symbiote was working on either removing the unfriendly webbing or absorbing it.

Not wanting to wait, Agent Venom reaching behind to try and pry it off himself. Before he could grab it though, Spider-Man suddenly yanked the web to the side and smashed Agent Venom into a wall. Then he pulled it again, opposite this time, and slammed Agent Venom into the other wall; using all his body strength to do it.

Like a fly on a windshield, Agent Venom slowly slid down the smooth surface, groaning loudly as he did. With his back slouched against the wall, hissing as a pain in his ribs spiked aggressively. He blinked the mesh of dark spots from his vision.

Through dancing blobs of black, a powerful hand rushed in Agent Venom's sight and curled tightly around his neck. Spider-Man hoisted the other teen farther up on the wall with his powerful hand, till Agent Venom's feet no longer touched the floor. Two other strong hands pinned Flash's arms against the wall, then the remaining three began a ruthlessly game of punching him in the chest, torso, and gut.

A strangled cry tried to push past Agent's Venom's mouth as his ribs cracked under the powerful hits against his body, causing his breath to whisk right out of him and making him gasp strenuously which set his ribs on fire. The communicator still in Agent Venom's hand faltered within his closed fingers, before dropping down with a feeble _clack_ at Spider-Man's feet. The arachnid-like teen, whether intentional or not, crushed the device under foot, consequently crushing every hope Agent Venom had of getting back-up. Unable to stop himself, Flash gasped for air as his supply began to run out, which sent his ribs and chest into a bigger frenzy of pain. The symbiote squirmed and struck at Spider-Man crazily, doing everything it could to save its host, but the arachnid held tight.

This was it, Agent Venom realized as he fought the darkness that was beginning to creep into his vision. He was going to die here. From the hand of his idol; the hand of a friend and teammate.

At least he got to be a hero for a while; he did _some_ good with his life. He got to work with real heroes and was forgiven for his bad deeds (from both Peter and Alex *Rhino* - shame he still had so many apologies to dish out). So many regrets, so many mistakes - but at least he still did _something_ worthwhile with his life - however short it was.

"You're still my hero," Flash managed to barely gasp out before the hand tightened. He might have been hallucinating or holding onto false hope, but Flash thought he felt Spider-Man's grip loosen for just a fraction of a second. And, for a moment, he knew the real Spider-Man was with him, fighting against this disease. Peter was always a fighter, (no matter how many punches he got from Flash) and Agent Venom was happy that that part of him would never stop.

But whatever it was, whether it was there or not, was gone just as quickly and the hands squeezed with intense ferocity. Black embers burned away Agent Venom's sight and he felt himself losing consciousness.

It wouldn't be much longer now. Just a little more pressure and Flash would be...

But then, suddenly, Spider-Man's hands were being ripped from his throat and body and Agent Venom slumped to the ground gasping and wheezing for breath. His hands shot up to rub at his neck, unintentionally smearing blood on his skin, as if that might ease the raw, burning pain that licked lewdly up his throat.

A different pair of hands, gentler - but still making Flash tense - helped him lean against the wall. "Easy there," a soft voice told him. "Just focus on breathing, son. Inhale for 4 seconds and exhale slowly for 5. "

Agent Venom wasn't sure who it was just yet, so instead, he focused on following the orders and filling his lungs up again with sweet, sweet air. When he could - sort of - breath regularly, he looked up at his rescuer.

"C-Captain America?" he rasped, then winced from the exertion.

Captain America smiled encouragingly, and a tab sympathetic, at Agent Venom. "Come on soldier, I need to get you out of here." The American icon helped Agent Venom to his weak legs, whereas the teen tried to figure out if he was awake or if this was heaven.

"But Spide-" Agent Venom tried to say but ended up in an aggressive coughing fit.

"Don't worry, the others will handle him," Cap assured, confidence in his voice. Confidence and - and something else…Agent Venom wasn't sure what it was. But if Cap really was here, that means the Avengers were with him. They could handle this now. Agent Venom was done

The two hobbled down the hall (though Flash did most of the hobbling). The teen had one of his arms wrapped around his injured torso, while the other was around Cap's broad shoulders. Behind them, hissing and inhuman shrieks captured the hall.

Agent Venom snuck a glance at the fight behind him. Spider-Man was surrounded by Hawkeye, Black Widow, Iron Man, Power-Man, Nova, Iron Fist, Cloak, and Dagger. He was back to hissing and growling, and in his usual spider crouch with his new arms up and positioned all around him. The arachnid was bathed in blood and broken bandages, (Agent Venom would guess that he, himself, didn't look much better). But that was all he saw before he was pulled from sight.

* * *

Hawkeye dodged another web, rolling smoothly across the floor while pulling another arrow from his quiver and notching it in his bow. He shot it at Spider-Man effortlessly, who managed to evade it and fend off an attack from Nova.

He'd admit it wholeheartedly, Hawkeye was extremely surprised when he was called in by Nick Fury to help capture an escaped patient. He was even more surprised when he found out that escaped patient Spider-Man. He was almost in disbelief when they found Spider-Man in this hall, covered in blood, and strangling one of his teammates. Not to mention the four extra appendages; Nick definitely left that little detail out. _Yeah, thanks, Fury!_

Earlier, Hawkeye had heard both Falcon and Iron Man curse in colorful surprise at the sight of Spider-Man, Cap had looked particularly stunned; even Black Widow seemed surprised - which was a hard feat to accomplish! Hawkeye would know, he's been working with her for years. The archer shot another arrow, a normal one this time, which Spider-Man merely swat to the side and snarled in irritation at as if Clint was nothing but an annoying fly that wouldn't go away.

"Hey Spidey, you haven't picked up any bad habits since your," Hawkeye gestured awkwardly to Spider-Man's body "transformation? Like, you know, _eating_ people. Cause I'd really like a head-ups now, prior to later...where you'll likely to be eating me..." he was definitely questioning the way Spider-Man was looking at him, resembling more of a hunting predator that a hungry teenager. "I mean, I know earlier we said you were really 'spidery', but we didn't mean it _literally_." Spider-Man lashed out at him, almost catching Hawkeye in the shoulder. "Phew, that was close." the archer mumbled under his breath, reaching for another arrow.

 _"_ _Maybe if you focused on taking him down, instead of talking,_ " Falcon suggested in his earpiece comm. Hawkeye rolled his eyes. He was a talker, he joked, he annoyed people; it was just what he did. He couldn't just _shut up_ …heaven help him should that ever happen!

"Hey, I'm a talker." Hawkeye grinned mirthfully, voicing his thoughts. "I can't just, shut up."

 _"_ _Sure you can,"_ Black Widow retorted, slightly amused, _"and if you can't figure it out on your own then I'd be glad to personally see to the problem."_

Hawkeye made a hurt noise and drew back, affronted. "Hey! you're supposed to be on my side." He complained, shooting an explosive arrow to distract Spider-Man from tearing Iron Man's leg off.

 _"_ _I can't help it if you talking gets annoying,_ " Black Widow replied mercilessly. She ran forward and flipped over Spider-Man, shooting a venom blast which hit the arachnid in the shoulder before landing squarely in the back of him. The blast made Spider-Man cry out in pain, but then he growled angrily and whirled around to swing at her with his arm. The hit clipped her shoulder, causing Black Widow to fly into a wall. Though, while in the air, she maneuvered her body and kicked off the wall with her feet, propelling her forward where she back flipped behind Spider-Man again and kicked the back of his legs, causing him to fall to his knees with a grunt.

But Spider-Man wasn't done. Before she could react, another one of his arms grabbed her arm and threw her into Nova, effectively knocking both away.

 _"_ _Focus guys,_ " Iron Man said aiming his repulsor (set to stun) at the crazed hero. _"We can talk about Hawkeyes annoying habit to use his mouth later. Right now, let's get Spidey sedated and back into a confined room. Got it?"_

"We can talk about Hawkeyes annoying habit with his mouth," Hawkeye mimicked crudely, before smirking widely. "Well, you weren't complaining about my mouth last night."

Iron Man faltered in the air. " _Tell me you didn't just say that!"_

 _"_ _That's a bit lewd, don't ya think?!"_ Black Widow commented.

" _Clint! There are kids here!"_ Falcon exclaimed.

Hawkeye shrugged, "They're teenagers. I bet they already know about that stuff." he shot a sticky arrow at Spider-Man's feet to keep him from moving, ignoring the glares from the teenagers that were sent his direction. The arrow got one of its targets feet.

Spider-Man grunted when he found his left foot stuck to the ground. He looked up and glared at Hawkeye, baring his teeth accusingly. "Can you guys stop arguing, and do what you're supposed to?" Dagger suddenly snapped at her older colleagues.

"Calm down, we'll get Spider-Man confined again." Hawkeye coolly assured her, "We're professionals you know."

"Well then, when are you going to start acting like it!" came the snappy reply. Gosh, when did she get so annoyed? Usually, people were happy, if not honored, to fight with the Avengers. She seemed agitated - which was understandable because her team leader is currently…going through some problems. But her other comrades weren't snapping at his neck; so what was her deal?

Hawkeye gave her a weird look, but she ignored him and distracted Spider-Man by using her light daggers to temporarily blind him. Cloak looked worriedly at Dagger, apparently, he noticed her behavior too. But he shot Hawkeye a glare nonetheless. Couldn't deny his loyalty though. Still, what is with these kids?! Hawkeye shook his head and got back on the task at hand.

Spider-Man was using one of his hands to try and tear the gunk from the arrow off his leg, while the rest of his body worked wildly to defend himself. But his efforts were only rewarded by getting gunk on his hand, which definitely wasn't pulling in his favor.

"Hmm…those seem work pretty well," Hawkeye noted. He pushed a small button on his bow and listened as the quiver responded. There was a small whirring as the proper arrowhead was sealed on the shaft, before popping out an inch from the rest. Hawkeye found it easily and fit it in the bow string. He aimed it at Spider-Man's other leg and shot.

But Spider-Man wasn't falling for that trick again, and one of his hands caught the arrow just before it could make contact. He growled and gripped the arrow in his palm till the shaft split in two, then he threw the splintered pieces to the side and shot several strings of webbing at the archer. (Which were coming out of his arm! Ew!)

"Whoa! Hey!" Hawkeye exclaimed as he dived out of the way of the onslaught. Okay, so he really didn't like the sticky arrows. Duly noted.

As Hawkeye avoided the sticky barrage of webs, Power-Man snuck up behind Spider-Man's vulnerable back. He lunged forward once he was close enough and wrapped his arms tightly around Spider-Man's middle, trapping most of the extra arms against the squirming body.

"C'mon Spidey," Power-Man grunted, working to keep the struggling hero still. "Snap out of it, this isn't you."

But even his strong grip wasn't enough. One of Spider-Man's arms escaped and he elbowed Power-Man in the gut. Power-Man gasped as the blow struck home, causing him to consequently loosen powerful his hold. Spider-Man then grabbed the invulnerable hero and threw him at Iron Man, who was attempting to get in close to hit Spider-Man with a sedative. The two hit and smacked into the wall.

Falcon came zooming in right after, shooting his red 'feather' beams. But Spider-Man shot a well-aimed web, which struck Falcon in the eyes and immediately blinding him. Falcon cried out in surprise. One of his hands compulsively went to tear the offensive webbing away, which left him unbalanced and he crashed heavily into the ground.

Iron Fist, Cloak, Dagger, and Hawkeye all surrounded Spider-Man, each taking a different side, but proceeding with the utmost caution. Spider-Man whirled around in a circle trying to watch them all. His fingers and arms twitched with nervous energy as threatening hisses whistled past his teeth.

The crazed hero heard a low groan and saw Powerman pushing himself back onto his feet. With desperation clouding his mind, Spider-Man snagged a web line onto Powerman and swung the teen into the ring of heroes surrounding him. They all went down like a ton of bricks or flailed through the air and fell into piled heaps. Pushing others away or off of them, the heroes grunted and jumped to their feet, looking around for Spider-Man.

Iron Man cursed profanities, "Ugh, he's gone!" he shouted through grit teeth. The hall was abandoned, excluding the heroes picking themselves up and off the ground. Their spidery, mentally (and physically) challenged friend was long gone.

Iron Man cursed again and turned to his communicator. Cap was still taking Agent Venom to safety, where the kid could get the medical attention he needed (and boy did he need it). But he still needed to be alert in case Spider-Man found them again. Besides, they could really use a super-serum enhanced super-human right now.

"Cap," Iron Man called into his comm.

 _"_ _I'm here,_ " Captain America's voice responded over the tech.

"Spider-Man's gone. He escaped, and he might be heading your way." Iron Man informed him.

 _"_ _You let him get away?!"_

"Hey, he's got four extra arms! Not to mention he's not exactly right in his noggin. He didn't exactly hold back like we were." Iron Man retorted. "Just keep an eye, and ear out, alright? If you see him, try not to engage him, call us."

 _"_ _Roger that. I'll take the kid to the Med Bay, then I'll rejoin your guys."_

Iron Man agreed, before turning to everyone else. "Alright, we need to track him down, _pronto_. In a situation like this, splitting up wouldn't be very smart. But we've got to cover as much ground as possible. So, Hawkeye, Black Widow you guys search sectors A, B, and C with Nova, Power-Man, and Iron Spider." Iron Man ordered. "Falcon, Iron Fist, Cloak, and Dagger will come with me to look at sectors D, E, F, and G. Everyone understand?"

The teen heroes weren't used to taking orders from Iron Man, but he was an _Avenger!_ They were working alongside " _the world's greatest heroes!_ " they all nodded and followed his orders wordlessly.

"Good, let's go."

They all split ways, with a common goal in mind: To find and recapture Spider-Man.

* * *

Phil Coulson and May Parker wondered cautiously through halls of S.H.I.E.L.D Academy.

Something wasn't right. They could both sense it as soon as the stepped foot in the edifice. All the corridors and hallways were dry and abandoned; Not a single agent or hero in sight. That was something rarely seen here. Coulson's eyes narrowed scrutinizingly at the barren corridors, as an uncomfortable feeling settled in his gut.

"Something's definitely not right," Coulson whispered to May.

"What is it?" May whispered back, looking around in silent wonder.

"It's never this vacant for starters," Coulson answered.

They walked a few paces before Coulson slowly drew his gun from inside his jacket. Holding it in both hands with his muscles were tense and lucid he beckoned May on with a jerk of his head.

"Do you think Peter's okay?" May asks with worry. Coulson shrugged honestly, he didn't get any notifications from Fury. The director probably thought he was still at May's house. Coulson didn't like calling Fury up whenever something felt a little off, but he was seriously considering contacting the Director - whether it got him in trouble for bring May here or not

"I think we should head back," Coulson tells her, already grabbing May's arm to lead her back from where they come. He couldn't let anything happen to May; not her. She was the best thing this world had to offer; besides, Peter would be furious if his Aunt got hurt

But May jerked her arm from his grip and backed up with a shake of her head, "Please Phil, I just need to see him. For just a minute. I have to make sure he's okay." she told him, her eyes were big and pleading. Coulson refused to allow himself to cave in and shook his head firmly.

"May, the situation could be dangerous. I can't let you get hurt. Besides, Peter is surrounded by the best Agents and heroes S.H.I.E.L.D has to offer. I'm sure he's okay." he tried to convince her. May bit her lip in thought, eyes downcast and wavering. She sighed and looked up at Coulson, and for a moment he thought he won.

"I...I can't." May said, shaking her head softly. "I can't! I won't be able to live with myself if anything happened to him, Phil. Don't you get that? He's _my_ boy, _my_ Peter. I can't let Mary, Richard, and B-…Ben down. I have to - no, I _need_ to make sure he's alright." she looked defiantly at him, her stance was tensed and erect, but her eyes were bright with determination.

Coulson felt himself crumble. Why did this woman have such a powerful hold on him? She could ask him to give up S.H.I.E.L.D's biggest secrets and he wouldn't be able to say no.

He sighed in defeat, "Fine," he muttered. "But you stay behind me. If I tell you to do something, do it immediately. Okay?" May nodded. "Good," Coulson stepped in front of her and started leading the way to the sick bay. The gun remained poised in his hand.

But something still wasn't sitting right with him. As an agent, he's learned to trust his gut; and right now, his gut was telling him something was very wrong. Coulson tapped his communicator, trying to get a transmission to Nick Fury. But before he could, there was a noise up ahead.

Coulson held up his hand and signaled for May to stop. "Stay here," he whispered and crept forward. May watched him uncertainly, her eyes darted nervously around the space. As Coulson got farther up, she heard another noise (sounding like the hiss of air coming out of a tire) that stood the back of her hair on end. She was beginning to wish she had taken Phil's suggestion of going back. But those feelings were quickly demolished as her motherly instincts took hold. She needed to make sure Peter was fine first, then she could worry about spooky noises.

Coulson stopped by the edge of the hall; he pressed his back close to the metal surface and briefly readjusted the weapon in his hand. With a deep breath, he rounded the bend with his gun up and aimed. But there was a sudden hair-raising growl and Coulson was abruptly jerked out of sight with a cry of surprise. May had time to gasp loudly before Coulson was suddenly thrown back. He hit the opposite wall with a bone-crushing force. "Phil!" May shouted, running toward him.

"N-no May!" Coulson groaned, hissing as he moved to motion for her to stop. A figure stepped between Coulson and Phil and the women gasped. It was a boy, in the tatters of and red and blue suit, his chest was bare (aside from some bloody and torn bandages). He was bleeding profusely - in fact, blood seemed to cover most of the boy's body. May was even more astonished to see six arms spread out defensively from his sides. A mask covered half of his face, but his mouth and neck remained bare. His wrists were bare and bloody, and he was hissing angrily at May.

Despite the blood and the hissing and the tattered clothing, May could recognize her only living relative anywhere. "Peter?" she apparent-Peter cocked his head to the side, looking over May curiously, but the hissing never ceased.

"Peter?" May repeated, her voice trembled as she gazed at her nephew in horror. What happened to him? Who did this to him? Why didn't he recognize _her?_ Where did all that blood come from?

What was happening to her boy?

* * *

Spider-Man felt better.

After his arms grew in, the pain in his sides had stopped. The alleviated pain had felt so good and fresh that he felt like he could take on just-about-anything. He had already attacked the black, spidery enemy. His remaining sickness and pain had been quickly overtaken by adrenaline and excitement. He could finally expel some of that pent-up anger and aggression. He could finally get revenge on his enemies.

In fact, he almost killed that other spider; he had been so _close!_

But then he was interrupted! Other people had shown up. They attacked him and kept him from his kill - it infuriated him even more. Especially the one shooting pointy things at him. He had been doing good, wonderful even - the lack of ailing symptoms was amazing! But he was losing that battle, there was too many.

He needed to escape, which he did. And now, he needed to find a way out of this metal prison. Once he was free, he would find somewhere nice and dark to build himself a web. He'd be safe there.

But he was stopped _again_ , by two people. The annoying voice in his head kept telling him not to hurt his enemies, but it was beginning to sound more and more ridiculous every time. With each passing moment, his thirst for blood grew darker, stronger - it was consuming his very being.

And he liked it.

The intensity of his senses, the power in his limbs, the bones crunching under his fingers, and the blood that ran down his lips - he was a being constructed of predatory instincts and blood-lust. His mind was a space built of white fog that pulsed with one message: Fight. Dominate. Kill. Survive.

But right now, standing in front of this final human - his final obstacle - something stirred in him.

Adrenaline seemed to leak from his system, and an overwhelming sense of exhaustion hit him in an overwhelming wave, bringing with it the aches and sores of his body. The side pains might've been gone, but his limbs now burned from exertion, his mouth ached, and his wrists throbbed, his feet felt raw, and his head pounded. The dizzy and nauseating sickness came back as well, and it greedily ate away the energy he had.

But can't stop. He _won't_ stop. He was so close to freedom. Just one human away. He needed a web, he needed safety, he needed to get his energy back. Why did they want to stop him?

So he kept hissing and threatening this human who called him "Peter." What did that even mean? Was he a Peter? Was he? The word did seem familiar, especially coming from this human. It was odd, and his head hurt, and why did he suddenly not want to attack? Frustration began to build up in his chest.

The human took a step forward, and he jerked backward, growling in warning.

The human stopped for a moment, her face looked worried and horrified and sad. So sad. They all looked sad! They pitied him; why did they pity him? Because he was hurting? But they made him hurt! The human took another step forward, and Spider-Man reacted.

He lunged for her, hands outstretched and ready to kill. "NO!" Someone shouted it was the other human he had thrown into the wall. There was a tingling in his head, and the human - the woman - yelled: "PHIL DON'T SHOOT HIM!" But there was a shot, and his spider-sense tingled. He twisted out of the way.

But then the world seemed to move in slow motion. The bullet whizzed past his shoulder, as harmless as a fly now that it was no longer flying toward him. But now it was heading for the woman. It was going straight for her chest. It would kill her in an instant.

A sudden and overpowering feeling of panic hit him, and one word stamped itself in his muddled thoughts: _Aunt May!_

It all happened in a split second. One moment the mindless beast occupying Spider-Man's body ruled control, but it was suddenly pushed violently aside as Peter Parker proclaimed dominance. Peter shot a web at his Aunt to pull her from the lethal path of the bullet.

But he wasn't fast enough.

She cried out in pain as the bullet struck.

"NO!" Peter bellowed and ran toward her. He got to her before she could hit the floor, and pulled her into his many arms. Aunt May trembled and gasped in pain as Peter looked for a wound. There was blood on her shirt. she was bleeding. Fresh blood soaked into his already red stained costume.

Horrific memories flashed across his mind. _A cold night. Freezing wind. A street illuminated by a dim lamppost. A man, a silver-haired man with glasses and a turquoise sweater was bleeding on the ground. There was blood everywhere. Blood pooling on the street and running through the cracks and crevices of the cement, blood on spreading on the sweater, blood soaking the pants of the teenager kneeling beside him, blood staining Peter's hands as he pushed firmly against the bullet wound. The broken pleas that tumbled out of his desperate lips. The tears that blurred his eyes and burned trails down his cheeks._

Panic crashed into Peter like a truck. His heart rate quickened to an unhealthy pace, his breathing became hoarse and ragged as he suddenly couldn't breathe properly. No. No, no, no, no, no, no - she can't die! Not like Uncle Ben! Not now! However selfish it was, he still needed her! "Aunt May?" Peter whimpered.

"H-hey," Aunt May smiled at him, though its full effects were smothered by the cold sting of metal, "i-it's okay." she reassured Peter, "It only got my shoulder." Peter examined her arm carefully. It was bleeding, and Aunt May might have some trouble with it for a while, but it didn't look fatally deep - from small observation.

Relief crashed so quickly into his system so quickly that Peter sobbed. She was okay! She was going to live. He wouldn't be alone. The most treasured part of his life would be okay.

But, just as soon as relief struck him, so did anger. Aunt May was almost killed…because of him. Peter didn't blame Phil for shooting, he was trying to _protect_ Aunt May. But she would have never been in the threat of harm if not for him. Not only that, he had literally _just_ tried to kill her with his own bare hands. Terror like nothing Peter had ever felt dug its claws deep into his chest and buried itself in his heart. _He,_ Peter Parker, almost killed his last living relative - the woman who raised him from childhood. The horror of his actions hurt him more than the pains of his body. He didn't deserve to even touch her.

"Peter" Aunt May whispered, a happy smile bright. She shifted her position a little so her uninjured arm could cup his face, but winced at the movement all the same. She steadily got a little balance to her legs so Peter's arms were supporting her whole weight. Peter was unaware of how much they had been shaking.

He hadn't realized how much they burned, just from holding Aunt May, and immediately collapsed as his legs gave out from under him. Thankfully, Aunt May had a small hold of him and pulled Peter into her arms this time, despite the pain in her arm. With their position reversed, she lowered them both until they were on their knees.

She held Peter in her arms like he was 7 years old again, scared from a nightmare and crying into her shoulder. He looked so tired and in pain, it tore at May's heart to pieces. Now, more than ever, she wished she could protect him from the world; she wished she could hold him like this, and soothe and love him until both of their problems solved themselves.

"Peter?" she called, voice soft but wavering with worry. "Peter, please talk to me." Peter whimpered into her shoulder, "I-I'm okay." he assured, but his voice cracked like a broken dam, letting loose the thousands of emotions and thoughts he kept locked up - words unsaid and feelings unshared.

Aunt May shook her head as new tears stung her eyes like acid, "Don't you dare lie to me, Peter Benjamin Parker." She scolded, her lips wobbled. A tear escaped down her cheek, then another and another and she sobbed, pulling him as close as she could.

"My boy," she whispered, holding him tighter. "I'm so sorry I couldn't protect you."

Peter chuckled weakly and quiet, "S'not your fault." he murmured, words slurring with fatigue. "I's the Parker Luck." May shook her head, but a strained smile still lit up her face slightly, but she couldn't find the right words to say. So many emotions coursed through her, it left her voice box cold and paralyzed.

There was some noise somewhere in the hall again, and a few minutes later someone exclaimed, "Agent Coulson?!"

There was a scurry of footsteps and loud talking, Aunt May wanted to yell at them all to shut up. A group of heroes appeared. They all grouped around Coulson, before gradually noticing May and gaped open-mouthed at her. She recognized them all, it was Hawkeye, Black Widow, Power-Man, Iron Fist, and Iron Spider.

Hawkeye gasped, and quickly spoke into his communicator, relaying information to Iron Man. Aunt May glared at them through her tears, which silenced them immediately. Peter was leaning heavily against, even though they were both on the ground. Her uninjured arm reached up and she affectionately brushed her fingers across Peter's temple, pushing a few dried and clotted tufts of hair.

Peter knew the other heroes were there and couldn't help but sob in relief. Even as weak as he was, he could feel the beast inside stirring. It was still there, coiling and twisting like a demonic snake; trying to regain control.

He didn't think he could hold it off for long, and once the beast had control, Aunt May would get hurt. Everything Peter did played across his mind like a twisted show. His moments of violence were as clear to him as a perfectly polished knife; he killed that agent, he almost killed Flash, he attacked his friends and put the ones he loved so dearly in harm's way. Worst of all, he was completely aware of his actions and could do nothing to stop himself.

Peter was terrified, horrified, and more scared of himself than he's ever been. Would if he had hurt Aunt May; killed her even. The thought only made him choke on a strangling sob. Without his Aunt, his world would tear itself up from the roots.

"A-Aunt May," Peter whispered he couldn't bring himself to look into her eyes. "I-I can't-" he gulped, as tears dripped from his eyes and a lump caught in his throat. "-control it. I can't control. It'll b-be back." Aunt May understood, she always did. "Please," he begged, "please stop it. Please!" he sobbed violently in her arms. "Please. Please." his voice was so dejected and broken, Aunt May felt her world shatter into glass.

"Shh," she hushed softly and hugged him to her body. "I'm here, baby. I'm right here." Peter kept crying, his mind and body overcome with too much pressure. He couldn't take this anymore. Aunt May looked at Black Widow, her eyes were puffy and red, but dark and solemn as she mouthed "Give me the sedative."

Black Widow hesitated. Then another sob racked Peter's throat and the former assassin took a vial out of her tranq gun and rolled the vial to Aunt May. She was using her unhurt arm to support Peter, so May reached over and grabbed it with her injured one. It flared with pain and stung with intensity, but May bit it all back for now. The vial was actually a dart, with a long and unnerving pointed needle.

May didn't want to do this, but when Peter looked up at her arm to see the dart and whispered, "Please, just do it!" she complied.

May closed her eyes and she jabbed the dart into one of Peter's arm, all of which were curled around her torso and stomach. The liquid inside entered Peter's blood stream, and took effects right away; Peter visibly relaxed and slumped back in May.

"Thank you." He whimpered. Aunt May hugged him even tighter, tears collecting in her eyes, she felt like she'd never stop crying. Not after this.

She wasn't stupid; May knew that when she saw Peter again ( _if_ she saw Peter again), he wouldn't be her sweet boy anymore. That beastly, wild side will have taken over by then. She cried harder, not being able to stop herself. "I love you." She told him before his eyes closed and he fell unconscious. But it didn't seem like enough.

Not nearly enough.

 **Just sit on that for a while.**


	7. A New Plan

**Heyha!**

 **Sorry about the sort of long wait, been working on other stories on other accounts at other websites :D But anyway, here is this update! Thanks for the reviews, they really do help me guys!**

 **Here you go!**

It was several hours since Spider-Man's been secured and confined once more, and the heroes had yet to get over their shock. Sure the remaining "Ultimates" and New Warriors sort of had an idea to what was happening, but after Spider-Man's…'transformation' they didn't know what else to expect. Was this going to happen to all of their sick friends? That, that mad sickness infecting all of their minds, and turning them into mindless beasts? It made their stomachs churn just thinking about it.

And as shocked as the teen heroes were, the Avengers did fare any better. Tony was in one of the S.H.I.E.L.D laboratories, trying to figure out what was happening, and how to stop it. But he couldn't sit still, the image of Spider-Man hissing and growling, the vicious way he attacked…Tony eventually gave up on trying sitting still, and was up pacing as he genius brain was going on overdrive.

Steve Rogers, on the other hand, sat on a chair in the debriefing room. He held his chin in his hands, face narrowed as he was stuck in deep thought as well. He would occasionally shift his position to a more comfortable one, and he would occasional run his hand through his hair and suck in a deep breath. That much raw power and strength from Spider-Man, it astounded him. Steve never realized how dangerous Spider-Man could be, and the added arms and crazed behavior certainly didn't help either.

Falcon was in the laboratory with Tony, he was examining some blood taken from Spider-Man. But his thoughts also took up what he saw, and he couldn't focus. He tried, but he'd end up looking aimlessly through his microscope, when he was actually thinking of the webs that came from Spider-Man's wrists. He was evolving, changing…mutating. It was just a matter of how, and why.

Hawkeye sat in a chair, twirling an arrow in his fingers. He didn't want to openly admit it, but that fight left him startled. He covered it up with smug smirks, and jokes. But inside, he was seriously freaked. But also angry, as much as he'd hate to say it, Spider-Man wasn't a bad kid. Annoying, definitely. But a good kid, none the less. He didn't deserve this, getting his mind torn from his control, and morphing into a malicious creature. None of the infected kids did. Hawkeye remembered his times when he was younger and struggling too. He could relate to these kids, and he really irked him to know someone out there was intentionally hurting them.

Black Widow was in one of the training rooms, fighting a group of LMD's posing as familiar villains she's fought. There was Dracula, Absorbing Man, Doctor Doom, and Red Skull. Black Widow was a highly trained former-assassin, she could handle stressful, and shocking situations perfectly fine. But this, whoever did this to just kids, really needed a giant sized punch in the face. And Black Widow would be glad to be the one to deliver it. She might have been an assassin before, but she wasn't heartless. She had emotions. And right now, she was feeling really angry.

Hulk was leaning against the wall, arms folded. He was glaring at anyone who would dare make eye contact with him, as he worked on controlling that familiar burning anger that kept rising. Spider-Man was a friend of his; the kid helped him, and didn't think of him as a mindless, rage monster. Heck, Spider-Man took him under his roof when Hulk had been attacked by those weird alien, drone things. Hulk had stayed out of the fight, because he didn't want to accidently hurt Spider-Man more than he was. But after seeing the footage, Hulk wished he could have been there. Maybe he could've pinned Spider-Man down, and tried to talk some sense into him-just like Spider-Man had done for him so many times before.

As the Avengers thoughts, and fought similar feelings, the teen heroes checked on Agent Venom as he was examined by an S.H.I.E.L.D medic. Agent Venom was still coughing roughly, and grimacing while rubbing his aching throat. His venom mask was down, revealing the flinching face of Flash. Angry bruises were already blossoming his neck, in the shape of fingers.

Once the medic finished looking him over, he concluded that Flash had a minor concussion, a few broken ribs, a sprained wrist, as well as his injured throat. "You are to rest Agent Venom," the doctor ordered, "Don't move too much, and try not to talk a lot. Okay?"

Flash almost responded, before noting the doctor's words, and instead nodded. Smiling encouragingly, the doctor gathered his things and left to help with any other injuries. As soon as the doctor was gone, the teens were talking.

"Dude, what happened?"

"Those are some nasty bruises."

"What happened to Spider-Man?"

"That looks like it hurts."

Flash looked like he wanted to respond, but sadly stayed silent. They all looked at him sympathetically, but he glared at their pity. He didn't need it, the fight could've gone worse. Flash could be…dead. "I'll be fine," he rasped out, though his voice was almost a whisper, and sounded like sandpaper on rocks.

He grimaced, and rubbed his throat, while the other hand was placed over his bandaged ribs. The others reluctantly nodded, but realized they wouldn't get any additional information. They stayed a while longer, but eventually decided to leave. "C'mon, he needs his rest." Amadeus said, as they all shuffled out.

"Get better," Dagger said half-heartedly, a sad and almost guilty look on her face as she left.

Flash watched them go, and when the door to the room he was in slid firmly shut, Flash allowed a shaky breath out of his chest. He hurt all over, both physically and emotionally. Sure his ribs were broke, and he throat felt like it was on fire with every breath. But the real pain pulsed inside him, emotionally.

He never thought Spider-Man's transformation would affect him this way. But seeing that merciless smile on Spider-Man face, and the feeling of those hands squeezing the very life out of his body, something that the Spider-Man he knew what never do. It left Flash trembling, and finding it harder to breath. He wasn't scared of Spider-Man…that would be crazy…but still…

It startled him that was all.

But besides being freaked out, Flash felt like a complete failure. He couldn't help Spider-Man; he did nothing to ease his idols pain. He instead almost got himself killed. And the pure agony the hero had displayed, writhing on the ground as arms sprouted from his sides like freaking plants, and there was nothing Flash could've done.

Nothing.

That feeling hurt the most, that bone crushing disappointment and regret that left his chest constricting and his eyes stinging. _NO!_ He mentally scolded himself, angrily wiping away the unshed tears, which upset his still healing ribs. How could he be crying like this right now, he needed to man-up. He could take this, he'd be okay.

The symbiote crept up, covering his bandages and face, as his familiar venom costume appeared. Agent Venom felt himself relax, and he sank a bit farther into the bed, pulling the blankets up to his chin. With his mask on, Agent Venom didn't feel so vulnerable. He felt stronger, like how heroes are supposed to feel.

But even with the comfort of his symbiote, he still couldn't bring himself to turn the lights off. Call him childish, but the creeping thought of Spider-Man creeping in the shadows to where Flash slept, hands out and ready to finish what he almost accomplished. He had Agent Venom's heart racing fast, and his hands would shake slightly.

So he kept it on, and lay down and tried to go to sleep.

But that cruel smile haunted his thoughts as soon as his eyes would close, and he suddenly found sleep not such a great idea anymore.

Nick Fury was looking over the monitors displaying the current place all the healthy heroes were. He watched the Avengers fret, Agent Venom squirm as he stared at the ceiling, at the teen heroes who were in their dorms, laying on their beds in complete silence. That was nothing he never thought he'd see, or hear.

Which only told him how desperate this situation was-or becoming.

The director paced in his office, every suspect to who did this going through his brain. He had a couple of key-suspects, but it still needed to be proven. Right before the attack, the cameras were hijacked and the best experts at S.H.I.E.L.D were working to recover the missing footage.

It would help with figuring out who did this.

But on other matters, Nick Fury needed to figure out what to do with the infected heroes. He couldn't handle another breakout like Spider-Man, not even with any of the other sick heroes-especially if two or more were to escape together. One was hard enough, two just seemed impossible.

Nick couldn't bring them aboard the tri-carrier, if they did somehow escape again, they could ruin the mega-ship and send it spiraling into either New York, or the sea. Both would end up taking away the lives a more than a dozen people, and the infected heroes could get loose inside the city. So that was an immediate no.

He debated on moving them to a facility, secluded away from civilization and surrounded by forests or jungles. But, once again, the heroes could escape and it would be near-impossible to find them. So that one was sketchy.

Any means of transporting them could end badly, whether it was on land, or air.

So far, S.H.I.E.L.D Academy seemed to be the only reasonable location for them at the moment, it was a solid, metal structure, surrounded by water, away from the city.

Still closer to New York than Nick was comfortable with, but for now, it'd have to do.

But he still needed to figure out a permanent place for them, somewhere where his agents and scientists could work without interruption for a cure. It would be hard, but Nick has handled situations like this. He could do this.

His thinking was interrupted as his communicator beeped to life, Coulson's face was on the screen and he was holding an ice pack to his head. "Agent Coulson." Nick addressed.

"Director Fury, Sir." Coulson replied, "Dr. Connors asked me to get you down to the sick bay, its urgent." The agent looked a bit hesitant, and he grimaced as he shifted the ice pack.

"What is it?" Nick asked.

"Some of the kids want to talk to you, and their refusing to talk to anyone else." Coulson replied. Nick raised an eyebrow, but nodded. "I'll be down there soon." He said, and turned the communicator off. The director straightened his trench coat, and kept his gun handy in a pocket, before heading toward the sick bay.

He made it in no time, weaving in and out of the crowds till he spotted Dr. Connors who was typing into some machines connected to Squirrel Girl. Nick came up to him, "Dr. Connors." He acknowledged. Dr. Connors nodded at Nick Fury, and quickly finished typing into the machine.

Connors then turned to him; a grim expression had become permanent on his face. "All of the kids are requesting to see you." He bluntly informs the director. "What about?" Nick asks.

"They heard about Spider-Man's transformation, as well as his escape. Their all freaking out, worrying that the same thing is happening to them. Soon they all started asking for you, I denied for a while but they've gotten a bit riled up. So…" Connors trailed off, rubbing his eyes tiredly.

Nick Fury put a hand on his shoulder, "Go get some sleep, everything will be taken care of down here." He said.

"But Sir-" Connors quickly interrupted.

"That is an order." Nick told him sternly, and Connors nodded. He looked slightly relieved, and went to walk away. "Alright, but as soon as I'm needed I'm coming back." He said, before disappearing into the crowds. Nick Fury knew how tired the man was, he deserved some sleep.

Besides, the scientists needed to be at the top of their game if they were to take down this virus and find a cure. A well-rested Dr. Connors was more important than an exhausted one. Once Nick was sure the one-armed scientist was gone, he walked to the closes patient he was to.

Which was Squirrel Girl, who had her eyes shut tightly and was gripping her blankets painfully in her hands; Nick pulled up a chair and sat next to her bed. At hearing it, Squirrel Girl grunted in pain and slowly opened her eyes. Relief flooded her system once she saw him, and her grip on the blankets slackened slightly. "Director Fury…" she whispered, before groaning again and clutched the blanket with full strength once more.

Nick looked at her, and gave her a comforting hand on the shoulder. The director was one of the best of the best; he could give speeches, pep talks, and orders like a pro. But when it came to comforting kids, especially while in pain, wasn't exactly his forte. But Squirrel Girl didn't seem bothered by the contact, so Nick figured he was doing something right. "You wanted to talk to me." Nick said.

"Y-yes," Squirrel Girl stuttered, shutting her eyes to try and ignore the pain. "W-what's goi-ng to happen to u-us." She asked through grit teeth.

"Excuse me?" Nick asked softly, not quite understanding. He thought they knew what was happening to them; Dr. Connors said that was why they were requesting him. Did they want to hear it from him? Or…

Squirrel Girl sighed in impatience, "What a-are you goin-ng to do ab-about us? The inf-fected?" she asked, and shifted her position to something more comfortable. "Ar-are we going t-to be caged up?"

Nick sat back in his chair, as he searched for a response. She wanted to know what is going to do about them, where he was putting them until they got better. The very thing he had been thinking about in his office. These kids were in as much pain as it was, and he didn't want to lie to them. But he didn't want them to panic, or completely give up. So he said, "No, you're not getting caged up. You're going to stay here until you get better. Now go to sleep."

"B-but-" Squirrel Girl started, but she was interrupted by another wave of pain and she cried out and curled herself up into a tiny ball. A nurse ran over and injected Squirrel Girl with some painkillers and some liquid that would help her sleep. Nick got up, and moved on to the next patient.

Which was Zabu, the sabre tooth couldn't talk, but Nick could have sworn it looked relieved to see him. His eyes were droopy from all the sedatives and painkillers, and he whimpered on Kazar's lap while the jungle kid stroked his head comfortingly. "Hush brother," Kazar soothed, "I won't leave your side." But the sabre tooth paid him no mind, and looked at Nick with an almost pleading look. He too seemed to ask a silent question: What's the plan? Which Nick thought was insane; this was an animal for crying out loud.

Kazar noticed Nick, but didn't look up to acknowledge him. "His mind is beginning to break," Kazar said, still petting his animal brother. "It won't be long before…" but he trailed off sadly, and hugged his brother softly, thinking about what he heard about Spider-Man. Zabu whimpered again, and nuzzled into Kazar's arms. The cat's claws were protruding from his paws, digging into the bed and almost getting Kazar.

Zabu would look at Kazar worried, and try to retract his claws. But it was like they had a mind of their own, the big cat could feel his mindless side coming through, and it wanted to rip everything to shreds. Including Kazar and that feeling made Zabu tremble. He would never hurt Kazar, yet that feeling remained.

As comforting as his brothers embrace was, Zabu wiggled out of it while yelping in pain every once in a while. "Zabu-"Kazar questioned, and reached to touch him. But Zabu snarled at him, with such ferocity that the cat surprised himself. Kazar retracted his hand, but seemed to understand. And so did Nick.

"Go back to your dorm;" Nick told him, "Zabu will be okay here." Kazar nodded sadly, and gave his animal brother one last look, before leaving. Zabu watched him, tail twitching sorrowfully as he did. Once Kazar was gone, Zabu looked at Nick once more, snarled lowly and curled back onto the bed and whimpered.

Nick moved on to White Tiger, this time the feline was awake, but she was agitated. She was stubbornly sitting up in her bed, blanket and-pretty much everything near her was shredded. She snapped at a nurse who was fruitlessly trying to get her to lay down, Tiger snarled (exactly like a Tiger) when the nurse tried giving her some sedatives. "I'm not going back to sleep!" Tiger spat, "Not until I see Fury," her voice was angry, and hurt. It quivered and shook, but she stubbornly refused to stammer or stutter from the ravishing pain that tormented her body.

When she saw Nick, her stance didn't relax but she did stop from almost clawing at the nurse. White Tigers mask was off, and the girl beneath glared at Nick. She obviously was getting close to the point when Spider-Man started going off his bonker, which needed to be fixed soon. She grimaced, and wrung her hands together with jerky movements. "Fury," she all but growled.

"Ava," Nick calmly replied. Tiger winced slightly, her hands fluttered over to her mouth subconsciously where it started throbbing heatedly. But after realizing what she was doing, she forced her hand back down. White Tiger was a fighter, a warrior. She couldn't show weakness, she needed to stay strong. Even now, as her body pulsed with hurtful sensations, she could feel the tiger side to her. It could feel her pain, but it could also sense how weak her body was.

Tiger trained all she could to make sure the wild side to her didn't take over, the animal instincts that wanted to run, hunt, and kill. To survive. She couldn't allow it to take over, to own her body. They needed to learn to be one, not one to be dominant in the body. But right now, the tiger pushed her inside, and Ava had to seize control and fight it off. But she was losing her strong will, and after hearing about Spider-Man, Ava knew it was only a matter of time before she too lost control.

Ava took a stuttering breath, and closed her eyes, before slowly opening them. "What's the plan?" she asked. Her gaze never wavering from Nick's, "What are you going to do about us?" she said. Nick didn't answer, as he thought of something to say. He wouldn't lie to Ava, she'd see right through it anyway.

As if sensing his internal conflict, Tiger took a deep breath and lay back down in her bed. She grimaced with her eyes closed, and hastily rubbed her aching fingers. "You have to leave." Tiger told him. "Or we do. Until you guys find a…" she paused as she was struck with nausea, and waited for it to pass. "-find a cure." She finished, while swallowing hard. "You have to," she suddenly growled, a fierce, and unreal look in her eyes. She snarled, deep in her throat as her claws grew from her fingertips again. "I know what happened to Spidey! I know that's what's happening to all of us! I don't want to turn into a monster; I don't want to kill anyone! YOU HAVE TO FIX THIS!" she ended with yelling, her body tensing, as if ready to pounce.

Nick shifted into a comfortable position, and he nodded to try and not rile her up any more. "I'll see what I can do," he told her. Tiger growled again, but allowed herself to relax. "Okay," she whispered her voice soft and hurt once more. "I-I trust you." The nurse hesitantly stepped toward White Tiger again, and held up the sedative needle.

White Tiger looked at it distastefully, but nodded.

Nick moved on, to Rhino. The medical beds were much too big to hold him, and none of the needle worked on his thick hide. So the doctors were forced to put him in a reinforced and gave him sedatives and medicine through gas or drinking. But Rhino was restless; her growled and grimaced in pain, shaking his head as if trying to shake away whatever was happening. This visit was the same as the others, Rhino asking him what he was planning, and telling Nick that either they needed to leave, or the infected needed to be contained. And once again Nick told them he'd do something.

It was the same with Triton as well.

Each kid was looking worse and worse, some were beginning to bleed-whether they inflicted it upon themselves or not. They were pale, sweaty, and clammy and their behaviors had escalated toward aggressive levels. Nick still wasn't sure what he was going to do, but he would admit-they all made sense.

He needed to act soon, and fast. And they needed to be in a secure location. Maybe he could-no….then again-nah, that wouldn't work either. Nick was getting frustrated.

But he had attended to all the requests he was given by the infected, and now he can go back to his office to figure something out. Time, though, just was not on his side. A doctor ran up to Fury, stopping before the director to catch his breath. "Sir *pant*Spider-Man as *heave* asked to see you." He finished.

"He's awake?" Nick questioned, the doctor nodded. "And he's acting normal."

"For the time being," the doctor replied, "which is why we must hurry." Nick nodded, and they hurried through the sick bay. They arrived at another confined room, though more secure then the last time. Spider-Man was back on a medical bed, strapped down once more. Only this time, the straps were thicker, sturdier, and strapped down his ankles, knees, thighs, hips, chest, wrists, elbows, and head.

The machines were around him, marking every hitch in his breath and shiver of pain. Spidey wasn't able to turn his head, but he sighed in relief when he saw Nick out of the corner of his eye. "H-how's Flash?" was the first thing he said.

"He'll be fine, bruised; a bit startled-but he'll live." Nick told him.

"T-tell him I said sorry." Spidey wheezed, and Nick nodded. "Please t-tell me your l-leaving."

Nick raised an eyebrow at him, "I was told you wanted to talk to _me_." Nick reminded calmly. Spider-Man tried shaking his head, but the straps restricted that movement, and he groaned. "N-no, I mean a-are you leaving the Aca-ademy. It-t's not sa-fe here." Spider-Man corrected.

"Leave that to me," Nick told him, "I need you focusing on getting better."

"P-puh-lease," Spider-Man chuckled dryly, even sick and in pain he was sarcastic. "You know I c-can't stop that f-from happe-ening again." That, as in turning back into a rabid, blood thirsty monster. There was no denying it would happen again, it was only a matter of time. Something that neither of them had much of.

Nick put his hands behind his back, and took a step forward. "You're going to have to trust me." Nick told him. Spider-Man shifted his position as much as he could, he winced slightly and his fingers twitched uncomfortable. "T-the Academy is the on-only safe pl-ace me and the o-thers can be." Spider-Man noted, "I've been thinking a-about it, while I-I'm still sane." He chuckled humorlessly to himself again. "T-there's nowhere el-se we ca-can go." Nick didn't say anything. "You h-have to leave, j-just leave us here."

"Even if I did do that," Nick interrupted, "Whose going to watch over you guys, and make sure you don't rip each other's lungs out?"

"Me." Spider-Man told him honestly. "I-I'll watch o-over them." He swallowed hard, "I will." Nick was quiet again, staring intently at Spider-Man. Even though his voice shook and trembled, it was still toned with determination and honesty. He honestly believed he could watch over his infected comrades, even in his own sick state. It was almost impressive.

Nick kept his hands clasped behind his back, "We'll see," he said. Spider-Man offered no reply, he was breathing deeply, his chest raising so high the binds would constrict. Nick took that as his leave, and turned to walk out. But before he could make it out the door, a soft voice asked, "D-did he have family? That A-Agent I killed."

Nick didn't turn around, "I don't think-"

"Did he!"

"…a wife, and kid. The kid is engaged to be married in two months." Nick replied, back still turned. He heard a quiet sob, but knew Spider-Man needed it. He needed to know what he's done. "I'm sorry," Spider-Man whispered, and Nick could practically hear the tears.

He nodded, "I know," he said, and walked out. He turned to one of the doctors monitoring Spider-Man, and grabbed his arm and whispered in his ear, "Update me on his condition every hour."

"Yes Sir," the doctor said. Nick walked out of the sick bay, quietly glancing at the sleeping, and writhing forms of his teen heroes. Once he left the sick bay, Nick knew what he needed to do. He walked along the halls, toward the debriefing room while activating his communicator. He said into it, "Avengers, meet me in the debriefing room. Now." And turned it off without another word.

When he got to the debriefing room, where Captain America was still sitting, he took his respective place at the front. Cap didn't say anything; he simply leaned back into his chair, arms crossed over his chest. They waited until the Avengers streamed in, first Black Widow, then Hawkeye, Falcon followed by Iron Man, and lastly Hulk. They all sat down, besides Hulk, and waited for the meeting to being.

"So what's this about?" Tony demanded, "I was trying to focus on a cure."

"Calm down Tony," Falcon said. "Besides, all you were doing was pacing in the lab."

"I was thinking,"

Cap shrugged, "Let us here what he has to say." He said. They all looked back at Nick; he looked back at all of them in turn. The director leaned forward so that his hands were clasped on the table, "I'll get straight to the point," Fury said, "We're running out of time. Even with all the resources and people trying to find a cure, it won't be soon enough before another incident like Spider-Man's escape happens. Most likely more than 1 escaping this time, and I think we can all agree that we don't want that. Correct?"

They all nodded, "So what do you plan on doing?" Hulk ruffed out.

"Yeah," Hawkeye agreed, "What's the plan Fury?"

Fury leaned back in his chair, "We leaving the Academy," he told it bluntly. The others were shocked still for a moment, before Tony coughed loudly in his hand. "Correct me if I'm wrong, which I never am, but; did you say were leaving the Academy?"

"Yep," Nick confirmed. Hawkeye looked at them in confusion, "Wait, what do you mean were leaving? As in, your moving Spidey and his sick pals or…"

"As in were leaving Spider-Man and his sick comrades here, and were abandoning S.H.E.I.L.D Academy" Nick said. There was an immediate uproar. "We can't just abandon them like that!" Captain America stated.

"Their sick, we can't leave them here!" Falcon agreed.

"What, you can't find a cure, so we turning tail and running!" Tony demanded angrily.

"Whoa, whoa, whoa," Hawkeye said, waving his hands in a time-out gesture. "We doing what now?"

"Fury Sir, I don't think that's a good idea." Black Widow disapproved.

"I'm not leaving!" Hulk stated, clenching his fists tightly.

Nick Fury waited until they calmed down before he continued, "We not completely abandoning them. We are moving our research to the tri-carrier, where it will continue. From there I'm manually locking down the Academy, which will safely secure Spider-Man and the others from harming anyone else. So far, the Academy is the only safe place they can be, but we can't stay here in case there is another escape from them. I don't need any more deaths here. But I won't be leaving blind, the cameras here will remain active and we will use them to keep an eye on the infected. So far from what we can tell, the chemicals aren't fatal, only mutating them. So we'll observe from the outside, and set up tech that can measure the health spikes in the infected. Once we find a cure, I'll send a team in to distribute it to the infected, and hopefully figure out who did this in the first place. I know this isn't the most desired solution, but it is our only option." Nick finished.

The Avengers listened quietly, taking the information in. They didn't want to admit it, but it made sense. The Academy was the only safe place for them, for both the infected and civilization. But they still didn't like it, it felt like they were giving up on them. Leaving them to a sealed fate. "It was the infected who wanted this," Nick added, "It was their idea."

There really was no other option. "Fine," Tony growled, before stalking out of the room. Falcon didn't say anything, and followed Tony out.

"I still don't like it," Cap said, "But if it's the only way…" he trailed off sadly, and he too left.

"Yes Sir," Black Widow said, but her expression said everything else: _If this ends badly, there WILL be blood spilled_. And she left to continue training. "This better not backfire," Hawkeye grumbled, and hurried out.

Hulk glared at Nick, before sniffed and walked out. Nick knew what he was thinking, he didn't need to say anything. Nick was soon left in the debriefing room, it went pretty well. Probable one of the quickest meetings he's ever had with the Avengers, but it could've gone worse.

Now, all he needed to do was load up all the research they've conducted, board the scientists on the tri-carrier, and lock down the Academy. He sighed tiredly, wishing he could take a nap.

But, sadly, when you're the Director of S.H.I.E.L.D, you don't waste time. Now Nick needed to tell the remaining Ultimates, and New Warriors. What fun that was going to be…

 **BOOM! Done! Sorry for the late update, you can thank AliciaRoseFantasy for inspiring me to keep going. Speaking of, HAPPY BIRTHDAY ALICIAROSEFANTASY! This chapter is dedicated to you, and I hope you have a wonderful B-day!**

 **I hope their reason for needing to leave the Academy was understandable, but its essential (especially for the plot of the story), remember to try and squeeze out any important details these chapters, it's up to you guys to try and figure out who planned the attack that started this all. Whoever can guess who did it, how they did, and why before its revealed, then…I'll think of some prize for you. But don't worry, you still have plenty of time to figure it out. Good luck! Peace out readers!**


	8. Good-bye?

**Hey guys! Thanks for the reviews!**

 **Remember how I said there would be a prize to whoever could guess who the mysterious attacker is, how and why they did what they did? Well, a prize I came up with is that whoever can guess it, I'll write a long, stand-alone one-shot based on this book/series about whatever they want it to be. It could be a side-shot of Spidey and his teammates, the New Warriors, Avengers, anyone, doing anything the reader wants-as long as it abides to the story.**

 **We'll get more into that, though, when we get farther into the story. And I'll determine the winner, once I reveal who the attacker is. :D Since I cross post this on Ao3, and wattpad then there will be 3 different winners, and 3 different side-shot stories that I will put in a separate book for you guys.**

 **But if that prize doesn't seem good enough for you, then feel free to offer suggestions. Anyway, here's the story.**

Agents rushed to and fro, doing their own designated jobs as they prepared to lock down the Academy. Nick had given the news to the other teen heroes and…

Well, it had not gone well. They yelled, objected, and threw hissy fits like a bunch of 5 year olds told they couldn't have a toy. Nick understood why, he knew they would take it hard, but oh holy mother Mary! He didn't even go 2 minutes of that before he felt like he'd pop a vein.

He shouted, told them to be quiet, and explained it all to them in detail-not allowing any of them to talk before he was through. And even then he told them the matter was closed, and that there was nothing they could do stop it. A bit harsh, but completely necessary.

Well, in turn, the teens pouted and were angry, would snap at anyone who tried to talk to them (except their fellow teen team mates) and made no effort to help with the transfer. Nick wouldn't have minded, it only made it so he didn't have to make sure they were breaking any of the equipment. But then again, their help was needed.

Especially Power-Man, his heavy lifting would sure come in handy with some of those machines.

So Nick asked one of the Avengers to talk to them, maybe a fellow hero in this situation would help ease them into the idea. The Avengers did some talking, and somehow they ended voting on Black Widow to talk to the teens. Usually it would have been Captain America to go give them a pep talk, but he was too sweet, and gentle about it (besides the teens would probable see it coming). Iron Man would end up saying something to make things worse. Falcon was too shy about that kind of thing, and not the best at giving pep talks. Hawkeye, like Tony, would only say something stupid, or agree with the teens and start a rebellion with them-something no one needed. Hulk would probably agree as well, and leave them be-that or simply threaten to pummel them (but then again his emotional state wasn't that good, and he didn't exactly strike them as the pep talk type). But if the teens were to be involved in this situation, they needed to know how to handle bad news.

Black Widow is blunt, straight to the point, and had that superior aura to her that left those talking to her nodding while saying "Yes Ma'am". She was the women for the job.

She walked through the halls of the Academy, and into the dorms where the teens were located. They all sat in a fuming silence, laying on their bunks, or pacing the floor worriedly. Once she entered all their heads whipped to where she stood, and glared sourly, as if expecting someone else.

"We know what your going to-" Nova started, but Black Widow held up a hand that silenced him right away. She looked at all of them in turn, before saying two words, "Sit down."

The teens standing froze for a second, but the look on Natasha's face was enough to have them plopping down on their bunks, and the others sitting up. She clasped her hands behind her back, and paced in front of them like an army sergeant addressing her troops.

But she eventually stopped, and confronted them. "You guys are not helping." She said bluntly.

"Yeah, we know. We don't want to leav-" Nova said once again, but he was again interrupted.

"No," Natasha interjected, "I mean you guys aren't helping your sick team mates by doing this." She looked at them with intelligent eyes, "Do you really think by staying here, you're doing them any good?" she asked, but continuing before they could answer. "If anything, you are only hurting them more. Nick Fury said that Spidey, and the others WANTS us to go, because they are afraid they will hurt us. If they were to find out you guys were trying to stay, not even help follow through with the plan they approved, do you think it would help? It won't, it'll only cause them more trouble. We will still have a visualize on them, the camera will remain operational, and you guys will be allowed full access to the monitors. Nick Fury understands how hard this is for you, and right now we all need to be a helping hand to this." She finished, arms crossed over her chest, in almost a scolding gesture.

The teens looked down shamefaced, and didn't offer a reply. Black Widow's gaze skimmed over them, looking for anyone who dared say otherwise. But no one did, and she nodded in satisfaction. "Sorry," Power-Man mumbled a moment later.

"Yeah," Amadeus muttered, "Sorry." There was a flurry of 'sorry' that swept over the group, and Black Widow smiled a little. "That's okay," she told them, and allowed herself to relax. That had been surprisingly easier than she thought. "Honestly, the Avengers didn't originally want to go with this either." She told them, as if whispering a secret.

The teens looked up, "Really?" Dagger asked.

Black Widow nodded, "But it really is for the best." She added, the teens looked down again. They all looked so miserable, and worried, it made Black Widow sadly frown. "Don't worry, we'll cure them." She said, before walking out.

After the brief visit from Black Widow, the teens got up and started helping with the transfer. Power-Man was lifting machines on to the tri-carrier, Cloak was teleporting things, and Amadeus was making sure the tech transferred was okay, Nova was also helping carry things, Kazar was unhooking things and boxing them, and Dagger helped Amadeus. Agent Venom was still in recovery, and despite how much he argued the doctors refused to relieve him of their help until they were sure he was okay.

So Agent Venom was stuck in recovery, and everyone else worked. They worked hard, Black Widows words ringing in their ears as time ticked on. They wanted to show everyone, including the infected, that they were going to help with this every chance they had.

But Dagger was distracted. She stood next to Amadeus, who was fervently checking on all the tech while mumbling to himself. "Hey Dagger, you want to check on that server for me?" Amadeus asked, but Dagger didn't seem to hear as she crossed her arms over her chest and paced the floor. "Dagger?" Amadeus questioned.

Still no reply. "Dagger!" the girl looked up suddenly, her eyes narrowing. "What?" she snapped.

"Server, did you check it?"

"Uh…no-sorry." She muttered half-hearted, and Amadeus gave her a concerned glance. "Hey, you okay?" he asked, looking away from the monitor he was checking.

Dagger didn't reply at first, but nodded a moment later. "Fine, just fine," she assured. Though Amadeus didn't seem convinced, he walked up next to her. "Seriously," he said, "What's up?" she didn't reply, and only turned away from him. "Nothing," she tried again, her eyes downcast.

Amadeus shifted uncomfortable, his face plate sliding down to reveal his concerned expression, "Dagger, we're a team." He said, "You can tell me anything."

Dagger grit her teeth, and glared into space. "We haven't even been team mates that long," she said with an icy tone, "We can hardly work good together without Spider-Man there; why in the world would I go to you with every problem I face!? We're not like the 'Ultimates', were not even that good of a team!" her voice was angry, and raw; full of emotion and filled to the brim with ice.

Amadeus froze, his face plate slid back up and he turned away. Dagger felt a heavy weight of guilt settle on her chest, and she turned away too. She wanted to apologize, but Cloak took that moment to appear. He carefully dropped a few monitors down for Iron Spider to check, but looked up in confusion once he sensed the tension. "Everything okay?" he asked.

"Peachy," Amadeus muttered through grit teeth, and went to work. Cloak looked at Dagger, noticing not only her guilty look, but how her eyes were getting glossy with tears. Dagger was a strong person, and Cloak knew it took a lot to make her cry. "Can I borrow Dagger for a moment?" Cloak asked.

"Go ahead." Amadeus said without look back. Without another word Cloak swept Dagger into his cloak, and they disappeared. They reappeared a moment later back in the deserted dorm rooms, Dagger hugged her chest tightly while blinking back tears as she turned away from Cloak's eyes.

"Dagger?" he said softly, "What's the matter?" she didn't reply. "C'mon D, were friends. We've know each other since forever, we never keep secrets." He said, taking a step toward her. "Is because you worried about our friends? Spider-Man? I know he helped us a lot, so we can help him to by-" but he stopped when Dagger let out a choked sob.

Immedianly he was by her side, "Hey, talk to me." He urged her quietly. Dagger sobbed again, before whispering so low that Cloak couldn't make out her words. "I can't hear you." He said. Dagger took a deep breath, before letting out "It's all my fault!" her voice was small, and frail, like glass a breath away from breaking.

He gave her a confused look, "I don't-"

"IT'S MY FAULT!" Dagger exploded. "It's my fault Spider-Man broke out of that room in the first place, it's my fault Agent Venom almost died, it's my fault that Agent died, and it's my fault that now were abandoning them here at the Academy!" tears soaked her face, as she brushed them away fiercely.

Cloak gently wrapped his cloak around here, pulling her into a make-shift hug, but not enough so that they teleported anywhere. "Shh," he comforted as she sobbed into his shoulder. "How is any of that your fault?"

"I gave Spider-Man one of my light daggers when we visited him, which woke him up and made him go crazy. That's why he escaped through the vents, and almost got Agent Venom killed, it wouldn't have gotten that Agent killed! If he hadn't escaped, Director Fury wouldn't be worried about another escape, and we wouldn't be leaving them here!" he explained her body shaking as she continued to cry.

Cloak wrapped his cloak closer around her. "Hey, all that was going to happen sooner or later," Cloak told her. "You only sped things up, which actually could be a good thing. For all we know, more people could've gotten hurt if we allowed it to go on. It's okay Dagger, we'll be okay. They'll be okay…Okay?" his was remained soft and gentle.

"But-"

"Okay?"

Dagger sniffed, "Okay." She whispered, and Cloak smiled assuring at her. "No one blames you," Cloak told her, "Not me, not the team, and I'm sure Spider-Man doesn't either." She nodded, and pulled away, rubbing the last of the tears from her eyes.

"C'mon," she said, "the others are probably wondering where we are." Cloak wrapped them in his cloak, only this time they teleported back to where Amadeus was.

The Iron Spider was still checking off tech, and didn't even glance in their direction when they appeared. Dagger smiled at Cloak, as he teleported to get more tech. hesitantly, the girl scooted forward behind him. "I'm sorry." She said. He didn't respond, so she continued. "I guess I've been really stressed about this, like everyone else I suppose, and I'm sorry for snapping at you. We are a pretty good team; we're new to this, so it's understandable that we don't read each other's minds or anything. I shouldn't take my frustration out on you."

Iron Spider turned towards her, his face plate sliding up again. He smiled at her, "Hey, no harm no foul." He says, "We're good." Dagger smiled with relief, "Good. Anyway, what am I supposed to do? Because I don't know one thing about all this tech." Amadeus laughed heartedly, and started explaining the tech to her.

It was a while later, every agent in the entire has been working frantically to get everything done. About half of the things S.H.E.I.L.D Academy needed moved out had been transferred, which was magnificent time. If they kept up their pace, they'd be ready to lock down the Academy by tomorrow afternoon.

The Avengers had helped out all they could, and were planning on going through the night as well. But they've been working non-stop all day, and Nick ordered them all to go to bed and come back early tomorrow. Same for the teen heroes and they gathered in their dorm for one last night in their familiar bunks; it was saddening to think about.

Earlier they had finally gotten their communicators back, and Agent Venom had been (reluctantly) released from the medical custody. But before they could call lights out, their communicators lit to life. Nick's face appeared, "What now?" Nova asked. "Another gas attack?"

Nick merely glared at him, "Actually, your requested in the sick bay." Everyone's eyebrows were raised at that. "Your team mates want to say good-bye to you, in case you don't have time tomorrow." He informed. They all glanced at each other, before nodding hesitantly.

"On our way." Iron Fist said.

They all got up from their bunks, and rushed to the sick bay, nerves gnawing at their stomachs. No one was ready to say good-bye; it seemed too official; like it was sealing their friend's fate for good. But they went anyway, giving in to any chance of seeing their friends once more.

Once in the sick bay, Dr. Connors led them to each patient individually. Squirrel Girl was first. She was heavily dosed with painkillers so that she could at least talk a little normal, her words would slur together though, her tail was frizzled, and when she smiled two sharp, squirrel teeth could be seen growing among her other teeth. "Hey'guys." She greeted, rubbing her eyes tiredly.

"How's it going SG?" Power-Man smiled.

"How you feeling?" Dagger asked.

"You're looking good," Amadeus commented kindly.

"Have they been feeding you that weird sick bay gunk?" Nova asked randomly.

"Hope you not too bored." Agent Venom said.

"You're looking better." Kazar smiled.

"Time heals all wounds," Iron Fist wisely put in.

"You'll be better before you know it." Cloak assured.

Squirrel Girl smiled at their rush of comments, her eyes sparking up slightly. Their words were said simultaneously, and jumbled together so much she couldn't help but chuckle slightly. "I've been better." she slurred, her tail twitched a little as she adjusted her position.

"Hey, no worries. The best doctors in all of New York work here, you're in good hands." Power-Man said.

"I'know," Squirrel Girl smiled. She yawned slightly, "I'm glad you guys are leaving," she put in, "Makes me feel good."

They all shifted a little, looking down sadly. "Sorry were abandoning you." Iron Spider told her. Squirrel Girl shook her head, "Your' not abandoning us," she slurred, before yawning again. But they all weren't convinced, they felt the exact opposite. But they didn't want to rule her up, and nodded instead. "If you say so," Nova kindly said.

Squirrel Girl nodded in satisfaction, but Dr. Connors but in. "I hate to break it up, but they really need to get their rest. I'm afraid our visits will have to be brief, sorry."

They all nodded, "See ya soon SG." They said, waving good-bye. Squirrel Girl waved back, a small smile on her face. Then Dr. Connors led them to their next friend. Which was Zabu, he looked to have grown in size, his two giant teeth were more jagged, as well as his claws.

The big cat was also under heavy painkillers, but purred loudly when Kazar sat next to him and rubbed his ears. "How are you brother?" Kazar asked, but the cat continued purring. The others took turns petting Zabu, and telling him comforting "get wells' but since none of them spoke sabre tooth tiger, this visit was a bit briefer than Squirrel Girl's. But they said good-bye, none the less, and moved on to White Tiger.

She (like all the other patients, was under a heavy dosage of pain killers) smiled at them when they appeared, tiger claws had permanently grew from her fingers, and her eyes were splinted like a cats, and canines shown behind her lips. "How's our tiger?" Power-Man smiled brightly, at seeing his comrade, even with her added features.

"Could be better," Ava said softly, even with the painkillers she was kneading her red fingers tightly. "How're guys?" she asked. They all shrugged, "As good as we could be in a situation like this."

Ava laughed a little, "You say hat as if you the ones in ds sick bay, heavily sedated." She mumbled tiredly. "You guys better train while you're gone." She said sternly. "I can't have slackers on ma team." They all laughed, and nodded.

"You can bet on it." Nova assured her, surprisingly.

"Take care of web-head for us," Iron Spider told her, and Ava couldn't help but chuckle. "We need someone to keep him in line," he added.

"You can count on that." She slurred, and yawned. "Web-head won't slack on my watch." She smiled, and her eyes drooped a little. Nurses had added sleep medicine to their medication, to help them sleep better, and it was taking effect. "You'll be yourself in no time." Iron Fist said.

"Darn right." Ava mumbled.

"See ya in a while."

"Bye."

They moved to Rhino. He was in a confined room, and had drank a heavy amount of medication, though his eyes had gone a bit more animalistic, and his horn looked like it had sharpened drastically. He looked at them, "Hi guys" he greeted, tired, like all the others.

"Hey big guy," Agent Venom replied.

Rhino lay on the ground, looking really big compared to all of them. "How are you?" Cloak asked. Rhino shrugged, an act that left him a lot more tired than it should have.

"We'll be back in no time," Iron Spider assured him.

"Yeah, I still need to beat you at sparring," Agent Venom said, causing Rhino to smile. After the events with Arnim Zola, forcing Rhino and Agent Venom to grow closer together, they had become good friends from the days that followed. "Yeah right." Rhino told him.

The medication was working faster the more they continued, and soon Rhino's eyes were nearly closed. "See ya buddy," Power-Man said.

"MmHm." Rhino hummed.

Dr. Connors took them to Triton next; the inhuman was lying on his back, and staring at the ceiling, his teeth looked a bit jagged, like a shark when he smiled a little at them, and his fingers were growing thin webbing between them. "My friends," he mumbled when they came into his line of vision. "Hi Triton." Dagger said.

"I am sorry for the inconvenience." Triton apologized, as if him getting affected by the gas was his own fault. The others looked at him in disbelief, "Dude, you have nothing to be sorry for," Agent Venom told him, but the inhuman merely shrugged. They all shook their heads at him, but smile none the less.

They've gotten used to Triton's odd behavior, expected it actually. It was a relief to see them looking a bit like themselves, though that's probable because of all the sedatives and medicines filtering through his system, and that wouldn't hold out for very long. Once it wore off they would be in pain again, the doctors couldn't keep sedating them too heavily like that. Even if they were a bit (or a lot) stronger than the average person, even they could only take so much.

"Be sure to tell my family what happened," Triton said, "about the attack. Especially Lockjaw, I fear he will worry a lot." Triton sighed, as he eyes drooped. "He always was so protective." The teens nodded.

"I will see you soon?" Triton asked.

"Soon," Iron Fist confirmed, Triton nodded and fully closed his eyes. "Good," he hummed.

They all whispered their good-bye, and prepared to head back to their dorms, but were stopped by Dr. Connors. "We're not done yet," he said. They all looked at him in confusion, "What do you mean?" Iron Fist asked.

"Yeah, that's everyone." Power-Man said. Dr. Connors shook his head, "You still have to see Spider-Man." He said, they all sucked in a breath. Agent Venom tried to withhold a shiver, but it tremble down his spine and he couldn't help it. Suddenly he could feel those hands wrapping around his neck, and the punches he had received to his middle.

He sub-consciously wrapped his arms around his healing sides, and he suddenly felt nervous. "He's…not acting…-er, crazy?" Agent Venom nervously asked. Connors gave him a pitying look, but said, "Don't worry, he's acting as himself. For the time being, he wanted to talk to you all before it-anything happened." Agent Venom nodded a little, not entirely assured.

Dagger put a comforting hand on his shoulder, and a reassuring smile graced her lips. "Don't worry," she whispered to him, "Were here right by you." Her hand hesitantly glowed with white light, and Agent Venom relaxed.

"Yeah, okay." He said, ducking his head with embarrassment, and tried to fight down the stupid fear coiling in his stomach. Connors led them to the same room as before, only this time, Spider-Man was a lot more heavily bind down. His head had strapped down, but he tried to move his head anyway.

The teens walked forward, not being able to not stare at his new arms twitching under the straps. "Freaky huh?" he commented, noticing the looks. They all looked away uncomfortable, "Sorry," they started to apologize, but Spider-Man simply laughed it off.

"Hey, no problem; though it kind of ruins my dreams of being America's next top model." He joked; the others smiled, even chuckled a little, at seeing their old Spidey shine through. "Maybe I can be a teacher or something? Extra arms could come in handy with handling students, right?"

"For some reason I don't think they'd hire you," Nova commented, "I wouldn't anyway."

"Your right," Spidey sighed, "I'll settle with being a Chef or something, Nova you're going to have to show me how to make Baked Alaska, or something."

"Lost cause web-head." Came his reply. Spider-Man chuckled, but even he looked tired. His gaze fell on Agent Venom, who was looking at the floor. Noticeable guilt shown through the tatter remains of his mask, the bottom had been torn off so only his lips, and part of his nose remained visible, his hair poked through in some parts. But Spider-Man refused to take off his mask, it made him feel stronger, more defiant, nothing Puny Parker could be.

"I'm sorry," Spider-Man told Flash sincerely, his arms tightening into fists at his frustration. "I'm-really sorry."

"Hey, it's okay bro," Agent Venom assured, and tried flashing him a smile to prove it, but Spider-Man instead saw through it. "Really," Agent Venom tried. "I'm gonna be fine,"

But that didn't stop the guilt; Spider-Man could knew fear when he saw it. He felt it whenever he went up against his enemies, he knew the symptoms. Agent Venom was afraid of him, afraid that Spider-Man would hurt him again.

Iron Fist broke the tension, "We will be back soon," he said. Spidey gave him a small smile, "Yeah, there's no escaping you weirdoes for long," he said. "Don't worry; I'll take care of everyone."

"We know," Cloak said.

"But just in case, we asked White Tiger to watch you." Power-Man added, allowing himself a smirk. Spider-Man laughed, weaker than before, but it still had a little life in it. "That's probable for the best." He approved. His attitude suddenly sobered drastically for a moment. "Aunt May?" he asked.

"She's fine last we saw," Nova assured him. "She went home with Coulson." Spider-Man attempted to nod, but the straps restricted him from doing so. "Take care of her," he said, and they nodded.

Spider-Man felt the Spider inside stir, and he felt a little panic. It wasn't moving to take over, not yet and that made Spider-Man worry. But he figured he'd say his good-byes before it decided to possess him once more, so he needed to make it quick. "We'll be home soon," he said, "But," he added, a serious tone in his voice that they never really heard from him before. "If I ever escape again, with peoples safety on the line, do not hold back." He ordered.

"Spidey-" Power-Man started.

"Do. Not. Hold. Back." Spider-Man repeated, "Tell the Avengers too. I know what I did, how I killed that Agent, and how I almost killed Agent Ven-" Spider-Man started, before swallowing hard. Agent Venom looked at him, wringing his fingers nervously. "I don't want to-" but he found himself choking again, his throat constricted painfully as tears welled in his eyes. "Just-" his felt an involuntary sob escape his chest.

No, he can't be acting this way. Not in front of his team mates, they needed him to be strong. Stay strong! But he couldn't help another sob, as the first tear was soaked up through his mask. The others shifted, their gazes softening drastically, they never saw this side to Spider-Man.

He was usually happy, sarcastic, the guy with quips, who took risks, and protected them. He was stern when he needed to be, he gave them pep talks, and made sure THEIR self-confidence never wavered. But this side, the soft, sad part of him that reminded them: He is still a human, a teenager; just like them. He had weaknesses, he was worries and fears. It made him even more admirable.

They all stepped forward and grabbed one of his arms and gave it a comforting squeeze. Spider-Man grabbed their hands, and held it like it was his life-line. The only thing keeping him from insanity. Agent Venom flinched a little with the added pressure, so Spider-Man eased up a bit on his.

Still looking out for others; when was he going to allow others to look out for him?

"We got your back," Agent Venom told him, wishing to ease up his pain. It worked a little, and Spider-Man gave another squeeze to the hands holding him. "I know," he whispered quietly, his body shaking. He tried to fight away his tears, and forced a watery smile. "How about we go out for hotdogs when this is all over? Like a team bonding exercise or something."

They all smiled, and nodded. "We'll have a contest to see who can eat the most hotdogs," Spider-Man continued, as his he allowed the medications to take over. His eyes drooped, and his grips on his team mate's hands slackened. "Say…hi to Aunt May...for me…and Harry…and MJ," Spider-Man lazily said, until he allowed himself to slip into unconsciousness, and his grip gave out.

The others stood there for a moment, some even wiping away some of their own tears away. "Shit!" said Nova in frustration, angrily wiping the liquid from his eyes. "Leave it to Bug-breath for all the mushy, gushy stuff."

"Language," Iron Fist replied dully, still looking at his leaders sleeping form. No one commented on the statement, too busy lulling over all the good-byes from their friends, and trying to keep the hope of saving them alive. "It's not really…good-bye…right?" Agent Venom asked uncertainly. "We WILL find a cure…right?"

"Y-yeah," Iron Spider said, his voice shaking a little. "of course."

They all gave Spider-Man one last look, "Good-bye," they whispered, and left the room, Iron Fist looked back to where Spider-Man's mouth was slightly open, and he could see the making of two fangs forming within his teeth before he left. Dr. Connors didn't say anything about their visits, and quietly led them from the sick bay.

One more night, before their friends would officially be alone, and the memory of these visits certainly wouldn't help.

It was going to be a long night.

 **Here ya go, this update was a bit rushed, so I'm not too happy about how it turned out. But I guess I get what I get.**

 **Hope you enjoyed it anyway, added a bit more humor and fluff, still underlined with angst and sadness, but I figured we needed a little bit of happiness too.**

 **The reason they're all talking a bit normal, is because they were given a lot of painkillers to that it dulled the pain down to a fraction that they could talk a bit better. Though you should probable imagine their talking a bit slurred, and heavy because of the medication, to make it more realistic.**

 **Leave a comment! Thanks for reading.**


	9. What Just Happened?

**Hey my peeps! How are things? Well, my mom just had a baby, so updates might vary as the days go on; gotta help out, ya know?**

 **So enjoy this chapter, ya'll awesome!**

As the tricarrier gained altitude, 8 figures stood on the deck looking down at the Academy, growing smaller with every second they flew higher. It was a rushed morning, and it was a good thing they had said their good-byes the night before, because they didn't have a chance to say good-bye again.

Not that they'd be able to, after the sad, emotional good-byes they received from the infected; they all seriously doubted they'd be able to make it through brave-faced, and not crumbling on the inside. Not that they weren't crumbling right now, more like slowly tearing at the seams.

The tricarrier stayed hovering around the Academy, or around New York, with the cloaking devise on to prevent unwanted eyes and attention. The teens stood for a few moments longer, before shuffling slowly inside the tricarrier. The first place they went to wasn't their new bunks, not the training room, not the cafeteria; but the main deck where all the monitors were set up so S.H.E.I.L.D could watch inside the Academy 24/7.

In the main deck Nick Fury, as well as the Avengers, were facing a giant screen that held several different squares, each square representing one of the main cameras within the Academy. At least 1 camera was by the sick beds of the infected, where the sick teens still lay.

S.H.E.I.L.D medications and sedatives proved only to slightly slow the virus infecting the teen's systems. So far, the virus wasn't fatal, only caused extreme pain due to their molecular structure being attacked, and redesigned. Very painful, but it shouldn't kill them, besides their healing factors and/or metabolisms were only weak, but they still slightly worked.

Without the leisure effects of the medicines, the virus was like a raging forest fire-completely unstoppable once it got too far. Now it burned through the infected veins, working to complete its tasks after all the sedatives were flushed from the systems. The infected cried and writhed on their beds as it over-took their bodies.

The volume was off, no one wanted to hear those agonized screams, but whenever Agent Venom looked at the screams, his brain automatically put in the tortured cries of Spider-Man (when he mutated in the hallway) and Agent Venom flinched every time. So much pain and so little help.

Nick Fury stared emotionless at the monitors, hands behind his back as his one good eye skimmed over the video feed. "Get ready for the lockdown procedure." He commanded. Agents at high tech computers, and screens worked frantically, talking into small microphones and typing in codes.

"Sir, ready for lockdown procedure Alpha Red 120.20.16," an Agent confirmed a few moments later, giving a stiff salute. Nick nodded, and waited for a moment, his eyes ghosting over the monitors. Then he said, "Commence lockdown." There was more typing.

The Avengers also looked at the screens, each with their own, unique pained look. They looked disgusted with themselves, but couldn't tear their eyes from the monitors. This was the only way…right? All their options were covered? They weren't missing one crucial detail? They didn't feel completely confident about this idea, uncomfortable and regretful actually. Thinking about those poor kids, locked in the Academy in pain, and they were simply stuck watching-it left bile on their tongue.

 _Lockdown commencing_ …a robotic female voice announced, _official protocols will be enacted, all exterior entrance and/or exits will be cut off and sealed, monitors and technological funtions will remain fully operational. Tranquilizer gas will remain on stand-by until access is denied._ Clint gave Nick and odd look, "What's the trang gas for?" he asked.

"A precaution; just in case Spider-Man can't keep his team mates under control and their behavior toward each other gets…aggressive," Nick Fury said.

Tony glowered, and crossed his arms. "But how long with the gas work? Are you just going to keep gassing them whenever they wake up? What's the plan here Nick? We can't just do that, we have to have a back-up plan, some sort of strategy in case this doesn't work." The genius ranted in frustration.

Nick glanced at him unimpressed, "If this arrangement proves futile," Nick informed dryly, "then we'll have to resort to our original plan. Sedating, and confining them until were can find a way to get rid of the virus. But that has the high risk of the infected getting out, and causing harm to my agents. That's something I'd rather not have Mr. Stark, so I suggest we all pipe down and cross our fingers in hopes that _this_ plan works." Tony glared, but decided not to press Nick.

The director wasn't handling this better than anyone else, his tone implied that much. Fury was stressed, and frustrated as it was, if this was a way to ensure that no one else would come to harm, it was a risk he would have to be willing to take. He didn't like the idea of leaving people under his command stationed, and desolate. But if it was the only chance to keep deaths at a minimum, then he didn't have much of a choice.

No one paid the arrival of the teen heroes much mind, the Avengers noticed and tried to give them reassuring looks, but the teen heroes weren't babies; they didn't want nor need sympathy. What they needed were their team mates back. But until then, they…well; they weren't sure what they were supposed to do. Train, maybe? Try and pretend that everything was okay and this situation would play into their hands? Yeah right…

The robotic voice announced that the lockdown was starting, and the teens watched through the monitors as all exits leading outside the Academy were closed, and sealed through several tons of strong steel and metal. The vents were closed off as well, both inside and out; the underwater storage and delivery compartment was also sealed. Nick didn't forget about Triton, the one hero in the Academy you would be able to swim through the water and toward New York, with the underwater compartments sealed, he couldn't even touch the water.

Windows were shut, any compartments leading down, or outside might as well have been glued shut with the strongest glue known to man. By the time the lockdown was completely over with, there was nothing that could get out of (or in to) the Academy. The teen heroes wouldn't admit it, but when those doors closed, it was like officially sealing the sick and demented fate of their friends.

Kind of depressing, when they thought about it; so they didn't try to think about it too much, which only proved seemingly impossible. All the heroes stood there for a moment, silently watching the monitors with solemn eyes, until Tony broke the moment, "As much as I'd love to stay and watch this, I have more important things to do," Tony clapped his hands together and turned to walk away. His armor wasn't on, and he wore a simply pair of pants, and white t-shirt.

"Yeah?" Agent Venom glowered, his arms crossed over the white Spider insignia over his chest. "And what would that be?"

Tony raised an eyebrow, "Like coming up for a remedy for your team mates." He said, frowning a bit. "You know important stuff like that." Agent Venom looked at him, but didn't say anything back, before he turned his head in an almost apologetic manner. Tony tried to show pity, he too hated it when people shot those sympathizing looks at him. But he couldn't help it.

His Avengers team, something like this never happened to them. They've been beaten, manipulated, hurt, and torn apart. But this was something completely different. For a moment, Tony tried to imagine would it must feel like to watch idly as his team mates were slowly tortured from the inside out. He couldn't finish thinking about it, the thought hurt too much.

"I'm heading back to the tower," Tony proclaimed to both his Avengers, Nick, even the teen heroes. "Working on the cure there. Call, or text me-or something, if you guys find anything else about this damn virus." He said the last part harsh, and bitterly, as if the very words was making him sick.

He left to go get his Iron Man armor.

After Tony left, it was like a chain-reaction for the other Avengers. Sam Wilson excused himself, murmuring how he was going to help Tony, Hawkeye grumbled sourly under his breath when he left, Black Widow left without a word, but did stop to put a comforting hand on the shoulders of the teen heroes (who couldn't tear their eyes off the screens), Hulk took a bit longer, stubbornly internally refusing to leave. But soon the sights on the camera started getting him too angry, and to prevent himself from going on a bloody rampage for the culprit of this act, he instead went above the tri-carrier and did he odd-jump-travel thing; probable to Vista Verde, the place which was almost like a sanctuary for him. Cap was the last to leave, his expression was stony, and revealed little emotion. The most sentiment that could be seen from him was from his eyes, which held a startling pool of rage, sorrow, and complete frustration from the knowledge of not being able to do anything. But eventually, he too left.

Soon the only ones watching the screens were Nick, and the teen heroes. Of course other agents were instructed to watch, and observe the monitors as well, but the most important ones were projected toward the remaining superheroes. They couldn't leave, even if they wanted to.

The need to stay there, and watch over their wounded friends; to send silent and mental support through the passage of the screens was enough to keep them rooted to the spot, and eyes glued to the cameras. With each shout, and cry, as the infected clutched sheets, and clawed at hurting areas made the remaining New Warriors and Ultimates wince, and their heart was torn a little more each time.

Most of the infected were mutating at a higher rate. Squirrel Girl had rodent teeth, and claws growing from her fingers and toes, her tail were extremely frizzled, and her face was pulled into a pained sneer.

Kazar had grown a little in size, his paws jutted out like daggers, and his teeth (especially the two big ones) looked a whole lot bigger than before, the giant cat's ear were twitching crazily, and his body jerked and shook as if he was under a seizure; even with the volume turned down it was obvious the cat was growling and whining.

White Tiger had patches of white fur growing on her body, she too had grown a new deadly set of claws, but her mouth was full of needle-like teeth, and her eyes were big, green, and slit like a cats; when the volume was accidently turned up, vicious growls emitted from her throat and she savagely tore and shredded anything she could get her claws on.

Rhino wasn't faring any better, he fingers looked to be morphing together into something hard and sturdy: hooves; he longer stood on two feet but paced on all four, he head twisted around crazily, spit dripping and foaming around his lips.

Triton had grown webbing on his fingers, his gills has grown and displayed boldly on his neck, webbed-spines had started appearing on his back, as well as fins on his sides, rows of shark teeth could be seen when he bellowed out in both anger and agony.

And finally, Spider-Man. Unlike all the others, Spider-Man was completely still; which greatly worried the other teen heroes, until they were reassured that he was alive by his ragged breathing, and the occasional twitching from his body. But other than his chest heaving up and down, and the odd, involuntary twitching, he didn't so much as move a muscle. His body was still strapped down, but his arms no longer tried to break free, no bellow or cry escaped his throat. He seemed to be more…observing, quietly listening to the ruckus the others were making. Eventually, the others realized he twitched whenever a cry, too loud and filled to the brim with hot anger and pain, rose above the others, he would flinch; as if hearing it pained him, yet he wouldn't do anything. Hair had begun sprouting on his arms, and exposed skin; Spider-Man's lips were parted lightly, to reveal the pointed tips of fangs among his other sharpening teeth, jagged talons were jutting out of his fingertips and would scrape against the cloth beneath whenever he flinched.

"Why don't you think he's moving?" Dagger asked.

Amadeus shrugged, "Not sure about that, but he does seem to be listening to the others. It's like he's…trying to recognize them or something. Or, he's trying to figure out who is who. For all we know, that our regular Spider-Man there, coming up with a plan to get out." The child genius had shed his armor, and was rubbing his chin in deep thought.

"It's kind of creepy," Nova noted, and Agent Venom couldn't help but shutter. "I mean, why he doesn't move. Maybe go try and calm them down, why just lay there?"

"Perhaps he knows of the dangers the others obtain," Iron Fist suggested.

Power-Man shrugged, "Maybe. But it's not like he'd be in complete danger, even if he did manage to get out of those straps."

"Yeah, but he doesn't know that." Agent Venom pointed out.

Before leaving, the infected were transferred into individual rooms, where they could roam and hit anything if they needed it. But they were alone, with the only body to harm being their own. If Spider-Man did get out of his binds, he'd still have to find a way out of the confined room, and the vents were sealed so he couldn't get out that way, and all the walls were reinforced with titanium bearings.

The rooms were supposed to be sound-proof, but at the request of Spider-Man Nick fury had two way speakers set up, so he could hear how the others were holding up; and he was putting good use to them. The teens continued watching, "I don't know," Cloak said uncomfortable, "I feel like there's something else going on…like, maybe he's planning something." Cloak wasn't sure about this. Spider-Man never sat still. Even if he was a sick, demented, mutated Spider-Man; the odds of him actually staying put still didn't seem plausible.

Amadeus shrugged, still in thought. "I-I guess we'll just have to wait and see," he gazed at the monitors again. The conversation died down, and it was quiet once more. They weren't sure how long they sat there, but suddenly the sun was down, and night fell upon New York.

Outside the tricarrier, the lights of New York illuminated the skies giving a glow off 'the city that never sleeps'. Power-Man thought about patrol, they'd usually be out scouring the city right now, looking for any crime. Though the other teen heroes didn't do it too often, it was Spider-Man who went out on patrol every night. But now that he was locked in the Academy, Power-Man and his team mates were going to have to take over.

The city needed them.

Though Nick Fury didn't think so, at least not tonight; he walked into the main deck and toward the monitors where all the teens sat on the floor, most blinking away the sleep that wanted to overtake their brains. "You all should be in bed." He told them.

"We're not babies," Nova yawned. "We've stayed up longer before."

"Yeah," Agent Venom agreed, rubbing his eyes tiredly, "We're not *yawn* tired." Nick raised an eyebrow in disagreement. He sighed, and stood in front of them. "Go to bed," he ordered softly, "You'll be alerted if anything major happens."

The others exchanged wary looks, "Promise?" Power-Man slurred.

Nick sighed, pinching the bridge of his nose. "Yes, now go to bed." He ordered. They shrugged, figuring that was as much a promise as they were getting from the director, and got to their feet. Nick nodded, and turned to leave. But he slowed his steps when he heard the teens talking, he glanced back through the corner of his eyes, and saw them looking at the videos of their fellow teen heroes, while whispering a tired, yet sheepish, good-nights to them.

Fury tried to pretend he didn't see the small, humble act; and left to finish paperwork.

Nova was asleep in his bunk, well attempting to sleep in his bunk, when his communicator flashed to light. Throughout the room, the communicators of his team mates also gleamed brightly. It was an alert, from the director, something about the infected. "Well what do ya know," Nova mumbled, "Fury kept his promise."

They all rushed out of their beds, with a flurry of limbs flailing and blankets tumbling to the ground. Then they were racing through the halls of the tricarrier, and straight into the main deck where Nick was already located. Agents were typing, and talking frantically by their computers, a talking buzz filled the brightly lit room as everyone moved frantically and watched the monitors.

"Sir, what's going on?" Power-Man asked.

"Is something wrong with the infected?" Dagger added.

Nick gave them a small glance, before continuing to give orders. "Zoom in on White Tigers room, volume up; get the tranquilizer gas on stand-by." he commanded, keeping his eye on the monitors. The camera in Tiger room zoomed in, and the volume increased a moment later.

Vicious snarls and howls filled the room, causing the teens to stumble back in slight surprise. Then they rushed over by Nick, peering at what the commotion was. "Sweet Christmas!" Power-Man exclaims.

On the screen to Tigers room, said feline had obtained a major makeover over the course of the night. She was bigger in size, her costume tearing in certain places, she was on her hands and feet like an animal, her claws clinked against the floor and she bared her teeth and slashed irritable as she paced in her room. Fur nearly covered her body, slick white and glossy, and a tiger tail swished around behind her.

Suddenly Tiger screeched and launched herself at the wall, scratching and tearing at it with her claws. The walls were strong, but Tiger continued to attack it relentless until her scratches became gouges. "Fury Sir, want us to liberate the tranquilizer gas?" an agent asked.

Fury watched the footage a moment longer; there really was no point in keeping the infected in those rooms, it was only for precautions really. They were bound to get out eventually, besides the trang gas was mostly in case the infected tried breaking out of the Academy. Nick didn't want to waste it on keeping the infected in a place they would escape in a just matter of time. "No," Nick replied, "Just keep it on stand-by," might as well keep the gas ready, just in case Tiger starts doing something that didn't suit right with the director.

Tiger attacked the wall again, her claws deeply penetrating the barrier keeping her contained. Her snarls were growing in volume, all the other infected teen could hear her, due to the speakers hidden in their rooms. But she was getting them riled up; Rhino paced agitatedly in his cell (also on his hands and feet, like an actual rhino. Like Tiger, he had increased in size, and features) looking around as Tiger howls of anger echoed throughout his chamber. Squirrel Girl was agitated as well; her claws allowed her to dig into the metal, and she scurried along the walls and floor. She wasn't climbing effortlessly like Spider-Man could, she would occasionally stumble and fall, but otherwise she was acting very….squirrel like…

Spider-Man had also increased in his physical features, he too had grown in size, the straps now tightened drastically around him; digging into his body. Nick was concerned for a moment that it was because of that, that Spider-Man wasn't moving. But at the sound of Tiger's noise, he stirred and his arms twitched and he squirmed a little.

Tiger never stopped, she was cutting deeper and deeper into the metal wall, sharp pieces of steel would snag and catch on her skin, drawing blood; but she didn't seem to notice, or care for that matter. Soon enough, one of her hands breached through the walls, and she roared with triumph.

That was what sparked the rest, Rhino bellowed and charged his own hall, creating a deep dent. He repeated the act many times, even digging into with his horn. His brawn alone was weakening the wall, and he would be out in no time. Squirrel Girl chittered crazily and she bite and dug into her door. Zabu roared, and did the same as Tiger did. So did Triton. Soon the only left motionless was Spider-Man, but even he started twitching and writhing under his binds.

"What do we do?" Dagger asked Nick, slightly aghast at their behavior. "We wait," Nick told her, "See what _they'll_ do." The teens looked a bit nervous about that, but didn't say anything. Nick was the boss, he called all the shots. So they turned back to the monitors, and watched silently.

White Tiger soon stepped out a gaping hole from the wall, and looked around almost curiously. She roared again, her body still shook and trembled, but she looked proud of herself for escaping her prison. The thudding of Rhino penetrating his wall resonated through the hall, and Tiger slowly followed it, still walking on her hands and feet.

The infected were in rooms, a bit far apart from each other, in case they did get out or break into the others room. But they were still in a close proximity of each other, so Tigers walk wasn't that long. Soon she came to Rhino's room, but unfortunately for Rhino, the wall he was hitting didn't lead out, only into storage for medical supplies.

With a final hit, Rhino completely broke his barrier, and hit straight into a rack of bandages. Rhino stood there for a moment, blinking curiously at the clothe covering most of his head, and wrapping around his horn. As if knowing what happened, Tiger hissed scornfully, as if aghast that Rhino didn't make it out like she had.

But she was interrupted when Squirrel Girl scuttled into the hall, having escaped through a hole she made herself. Her hands also bled, but so did her sides. Tiger glared at Squirrel Girl, and snarled threateningly. Squirrel Girl chittered back, scuttling up the wall for a protective advantage.

Squirrels Girl's tail bristled, and she bared her big teeth at Tiger; Tiger's hair stood up, and she roared back before running and lunged up the wall, swiping her claws at Squirrel Girl, barely missing. SG moved farther up the wall, and halfway up the ceiling before turning to look at Tiger, and screeched.

If the two recognized each other, they had an odd way of showing it.

Rhino shook from his daze, and turned toward the next wall in the storage, before knocking down the door. This time he ended up in the hallway, and bellowed a victorious cry. Tiger heard, and slightly turned toward it with a growl bubbling from her throat. SG took this distracted moment to lunge toward Tiger, and landed on the felines back, claws digging deep.

Tiger roared in pain, and tried to shake Squirrel Girl off. In a flash SG was thrown off, and Tiger towered above her, going for her throat. "GAS THEM!" Nick yelled right when SG had lunged. The teens felt their pulse quicken drastically, and fear clutched at their hearts when they saw the fight commence.

But before any of the trang gas would be released, a deep, guttural howl resonated loudly in the hall. Tiger and SG immedianly froze; even Rhino stopped his scouring through the halls to listen. In Spider-Man's room, the arachnid seemed to have awakened from his observing state and was pushing frantically at the straps, all while howling fiercely. Nick ordered the agent to hold the trang gas, and wait. He was making sure Spider-Man was keeping his deal, and protecting his team mates (mostly from each other).

It looked suprinsgly easy for Spider-Man to snap his binds away, and he was up quicker than Nick would have thought. Spider-Man had all his hands clutching the door to his room, and he completely tore it from its hinges with only a few strained grunts. Then the arachnid raced through the halls, crawling on the walls and ceiling.

Tiger's ears twitched, but she turned back to Squirrel Girl with a snarl. Rhino looked curiously around the hallway, before turning toward the sounds echoing from off the walls. Rhino made it to Tiger's location before Spider-Man, he grunted at seeing Tiger and SG, his stance turning aggressive, and his horn lowered threateningly in their direction.

Before he could decide to charge or not, Spider-Man appeared. He landed with a loud bang on the floor, a few yards from Tiger, and howled at them again. Tiger's ears flattened completely on her head, and she growled fiercely while baring her fangs. Spider-Man bared his own fangs at her, and rose to his legs so that he was towering over her.

Tiger hissed nervously, while slowly crawling away from Squirrel Girl to circle her new threat. As soon as Tiger was away from SG, the mutated hero bolted a protective distance away, and eyed the two warily. Rhino turned his horn toward Spider-Man, his hands pawing at the ground uncomfortable.

Spider-Man didn't circle Tiger, but watched her anyway. His mask was still slightly on his head, but it looked close to tearing. Tiger observed her new enemy, her stance never lightening. It was silent, and the world seemed to hold its breath.

Then Rhino snorted angrily, and charged Spider-Man. After that everything seemed to move in slow motion, Tiger had felt Rhino charging and hurried to the side for safety. Yet Spider-Man stood his ground, and watched as Rhino approached.

When Rhino got within a few yards, Spider-Man braced his body, shifting into a stone hard stance, and put his hands out. When Rhino hit, Spider-Man grabbed his horn with two hands, and pushed the mutated hero back with his other four. Spider-Man wasn't knocked down, but he was pushed back several feet, before his sticky abilities took effect and he remained stationary. Once Rhino lost his momentum, Spider-Man heaved with all his strength and threw the colossal creature back so that he hit a wall.

Before Rhino could get back on his feet, Spider-Man shot multiple webs from his wrists and effectively trapped Rhino to the ground. The mutated hero thrashed, and fought but got no results. Spider-Man jumped on Rhino, and hissed, baring his fangs in the giants face.

Rhino stopped struggling a few moments later, and wouldn't meet Spider-Man's eyes. A sign of defeat.

It was still for a few agonizing minutes, before Spider-Man seemed satisfied and slowly crawled Rhino. Then, surprisingly, he cut Rhino loose of his webs and the gigantic hero staggered to his feet, still not meeting Spider-Man's stoic gaze.

The arachnid turned from Rhino, and faced White Tiger and Squirrel Girl. He hissed at them as well, and this time he was met with a much more satisfying result. Tiger and SG didn't meet Spider-Man's gaze, and slunk down in submission. Crooning happily, Spider-Man turned and started down the hallway.

Rhino, White Tiger, and Squirrel Girl obediently followed behind.

Back on the helicarrier, everyone was shocked into silence at what they just witnessed. An atomic bomb would have gone off, and they would not have noticed.

"What just happened?" Agent Venom asked out loudly, his voice coming out small.

No one had a plausible answer.

 **BOOM! Done, YAY! This was exhausting, but super fun to write! :D**

 **What do you guys think is going on? I love to hear your thoughts!**

 **Anyway, my mom had her baby and is stuck in the hospital. : ( Their not coming home soon, and I'm kind of a little worried. I have to help out with stuff, so my updates will be a bit scarcer right now. Sorry! And my stupid internet is not working! ARGH! I'm so frustrated! So to fix my little problem, I walked to a bakery near my house, they have free wi-fi :D thank goodness! So I updated this there. Until next time!**


	10. His Pack

**Thanks so much for the support! My mom is out of the hospital (thank my lucky stars) and the baby is a…..*drum roll* a BOY! YAY! XD He's adorable! I feel all my insides go mushy when I see him, especially when he's making small noise and just being the cutest little guy EVER!**

 **I changed my username to: OfficalUSMWriter because I decided to officially write more Ultimate Spider-Man stories because I think this fandom needs more stories in it. I don't like involving relationships in this fandom because they don't have that much in the TV series, if a couple show up later in the series then I'll do it, but for right now I'm basing my fics solely on the TV series. Sorry for any Spidertiger, SpideyNova, SpiderFist, PowerSpider, PowerFist, NovaFist, IronTiger, etc…. (wow there are a lot of ships only including those 5, who knows what we could do with the New Warriors! But not me, sorry.)**

 **I suppose I could do little one-shots for different relationships if its requested a lot, or if one of you win a contest hosted by me and request that. But other than that, sorry. Also sorry if the last chapter was confusing, hopefully this one will be better.**

 **Now, enough of my babble enjoy the chapter!**

Spider-Man walked through the halls of the Academy; the sounds of the others following him resonated around him and made the arachnid almost croon with excitement. His body was still sore and ached all over, but his happy attitude made his body jittery with enthusiasm and he felts an odd rush of energy which overlapped the achiness.

The arachnid was delighted to know that the others were listening, and he hoped the other two prisoners in this metal cage wouldn't put up much of a fight with him. But even with the obedient behavior of the others, Spider-Man still kept his senses on high alert. They might be listening now, but he could smell their nervous anger, and hear their frustrated (but low) growls hissing under their breath. If they decided to attack his vulnerable back, he would know. And he would have to punish them, something he didn't actually want to do.

When Spider-Man had awoken after his recapture, he found that the voice he had been hearing in his head, the one telling him not to hurt anyone, had somehow taken control of his body. Spider-Man was angry, and would have fought to reclaim domination over the voice, if he hadn't been overwhelmed with the feeling of curiosity. Earlier the only thing Spider-Man could feel was anger and pain, but now. Well, now the anger had gone away, and the pain was dulled drastically which allowed clear and reasonable thoughts to bloom in their place.

Why did the voice seem to know these people? How did they know of it? What did they want? Why were they stopping him from moving? Maybe if he waited, and listened then he'd find something out. It took a lot of patience, and a lot more curiosity but Spider-Man remained in the back of the voice, and allowed it to keep control, all while listening to what was being said. It was fascinating, all these people, all these weird machines and contraptions. Spider-Man wanted to know more!

Eventually Spider-Man figured out the voice had memories, memories that he had full access to. He had eagerly searched through them, sucking every bit of information and details he could manage. Eventually Spider-Man started matching the names he learned to the faces he was seeing. There was a dark skinned man with one eye….Nick Fury Spider-Man thought. There was another one, a man with one arm…Doctor Curt Connors? It was weird, when thinking about Connors, pictures of an odd, lizard creature-kind of similar to Spider-Man-often appeared; Spider-Man would look up more on that later though.

There were others: Power-Man, Iron Spider, Iron Fist, Cloak & Dagger, Nova, and Agent Venom (the one he nearly killed). As well as a group of older, more powerful people…um…the Avengers? Weird name….but all that he was learning, it astounded Spider-Man and made him hungry for more. But what astounded him more, was the sheer amount of emotion involved in his situation.

So many feelings roamed under his skin, as well as in the air around him: anger, worry, sadness, frustration, stress. Spider-Man could smell it, even felt the ones the voice was experiencing. What was so emotional about this? He didn't understand. Although he did notice the difference in behavior between him and the voice, when they were in control; for Spider-Man, the crazy and wild side, whenever he was in control everyone was afraid, and sad, and worried-they kept telling him that they could help and could fix him. Why? Was something wrong with Spider-man? Well, aside from the odd pain spikes he experiences, but he wasn't sure if that was what it was.

While when the voice was in control, everyone seemed…happy, relieved, still worried and sad, but they were definitely lighter in attitude. Why were they only afraid of Spider-Man and not the voice? All he wanted to do was go somewhere safe, it was the peoples fault for trying to stop him. Besides, they hurt him. Wasn't he allowed to attack them?

So many questions and so many answers awaiting him in his murky sub-conscious, it was both exciting and frightening. But one that Spider-Man was able to isolate, was the odd relationship the voice had with the people, like the weirdly dressed kids he remembered. It was interesting, how much they cared and it really struck something with Spider-Man. It would be nice to have someone to look out for his back like that….maybe….maybe he could have something like that. He was contained with a group of other creatures like him; all were probable experiencing situations similar to his. Maybe…maybe he could get them to be his-what was that word the voice used? Team? Family? Friends? Something like that.

But to do so, they needed to know who was boss. The voice agreed too, it whispered: _Yes, we promised we'd protect them._ It was the first time the voice agreed, so maybe it was something.

Spider-Man arrived at Triton's location first; the inhuman was still inside his room trying to break through. But as sharp as he claws were, they designed to cut through such solid material. It was obvious with his angry hissing, and growling from the other side that the inhuman was getting frustrated. Spider-Man grunted at his newly obtained 'team' and they halted.

While they all didn't really understand one another, they could tell what Spider-Man wanted from his tone, as well as his type of behavior; but this weird way of communication would cause many problems in the future.

Spider-Man let his hands roam over the door, feeling for any weak spots in the doors metal structure. He remember stuff about doors from the voices memories, and how it was a lot easier going through them then breaking down a wall. Behind him the others watched with growing agitation, they still often whimpered or grunted as waves of pain ransacked their bodies, and the overwhelming urge to attack anything in sight still burned in their limbs.

But surprisingly, they were restraining it rather well; better than Spider-Man had done when he was the same anyway. But then again, he didn't have anyone trying to intimidate him into submission. While he was attacked by those people, they didn't seem like they were trying to intimidate him, more like just…recapture and confine him really, so the situations were a little different. Either way though, Spider-Man was impressed.

White Tiger was pacing the floor irritably, her eyes never straying from where Spider-Man stood. Her claws clinked against the hard floor, and her tail twitched and swished behind her, she was growling low in her throat but made no moves to attack. Squirrel Girl stayed a healthy distance from them all, she remained stationary by a wall just in case anything did happen and she needed a quick escape. Rhino remained motionless, but like Tiger, his eyes remained on Spider-Man. He seemed the calmest out of them all, but his hidden anger could be seen through his eyes.

But his encounter with Spider-Man snapped some sense in him, and he worked on with-holding that anger and watched as Spider-Man clutched the door and tore it from its hinges. From inside Triton jumped back, startled when the door was roughly torn from its respected place. Spider-Man peaked inside the room where Triton was already poised and lunged as soon as Spider-Man came into view.

Triton raked his claws over Spider-Man's chest, tearing the already torn clothe there, Spider-Man raised his arms in by instinct and grunted with surprise. The arachnid growled in pain at the cuts, and stumbled back a few steps. The other infected behind him perked up with interest, White Tiger stopped pacing and watched Triton attack Spider-Man; her ears perked upward and she watched with the upmost attention. Triton swept at Spider-man again, this time getting one of his arms, before snapping with his teeth barely missing Spider-Man's other arm.

The arachnid growled in annoyance as he worked to show Triton that he meant no harm, but the inhuman refused to acknowledge any signs and reveled in the feel of satisfying his growing anger. It was when Triton sliced at Spider-Man's face did he finally have enough, bellowing Spider-Man swung his fist and Triton and it connected with the inhumans face.

Screeching, Triton was flung backward and hit into the wall at the far end of his room. The inhuman jumped back to his feet, snarling at Spider-Man. Spider-Man walked inside the room, and didn't even bother to growl back, he continued moving toward the inhuman; Triton twitched nervously.

When Spider-Man was closer, Triton lunged with his teeth bared. Spider-Man raised his arm, and Triton latched onto the limb and sunk his teeth deep in the flesh. Spider-Man hissed at the burning sting, and tried prying Tritons mouth open. But the stubborn inhuman locked his jaw, and refused to budge. So Spider-Man turned to a more violent tactic, and swung Triton into the wall with his arm.

The inhuman yelped as his head connected with the wall, but otherwise refused to let go. So Spider-Man did it again, and again and by the 3rd hit Triton finally unlatched himself and fell on the ground; whimpering and holding his head. Spider-Man hissed violently at Triton, causing the inhuman to flinch, and raised his arms threateningly.

Triton tried to look up to Spider-Man, but once glance at the half-torn mask had him turning away. The inhuman kept cradling his head, but whimpered in submission. Satisfied Spider-Man backed up, and let the adrenaline fade from his body. Now that he was thinking clearly again, Spider-Man became fully aware of Tritons pained whimpers and cocked his head in confusion. Certainly he hadn't hurt him THAT bad….right? Hesitantly the arachnid moved closer, Triton flinched again but didn't move. Crooning softly, Spider-Man crouched slowly next to Triton and his hands softly touched the inhumans injured head. The response was immediate; Triton yelped loudly and moved away.

Unsure of how to deal with the situation, Spider-Man turned to the voice. It had good advice sometimes, when it wasn't telling him not to kill anything. He knew not to do that, especially to his new family. _Help him, he's injured You hurt him you idiot!_ _Your too rough!_ The voice said tone angry and hurt toward Spider-Man.

But how? It was Triton who attacked first, why was the voice mad at him? What was he supposed to do to possible make Triton feel better? _A bandage_! The voice replied; _Find him a bandage-gosh! Don't you know anything_?

What is a bandage? Spider-Man could practically hear the voice sigh in exasperation, now annoyed of the voice Spider-Man turned to its memories for information. He skimmed through many memories before: bandage finally popped up. He saw an image of his webs wrapped around his arm, to cut down the pain of an injury.

Maybe it could work…

Spider-Man looked down at his hands, head jerking to the side in though. He angled his hand down, allowing a spurt of webs to fly out, but it came out to fast and instead caught one of Spider-Man's arms. Annoyed flinging the web away, Spider-Man tried again to make the webs come out long and straight to make a bandage.

But his face was to close this time, and instead the web caught him in the face. Grunting, Spider-Man angrily tore those away too. By now the infected were watching Spider-Man like he was crazy, even Triton looked at him in confused wonder-head injury momentarily forgotten.

Narrowing in eyes in concentration, Spider-Man tried again. He refused to give up; certainly this shouldn't be this hard. Shifting into a more comfortable position, Spider-Man had all his hands working on a bandage. His fingers started weaving and stringing strands together clumsily, still not completely used to this new development. But Spider-Man allowed his instincts to take over, and after several times he had a useable bandage made.

It was poorly constructed, with strands sticking out at random. But it was sturdy, and should hold. Spider-Man looked at the bandage in his hand with satisfaction, and pride welled up in his chest. Crooning excitedly, Spider-Man moved forward to wrap it around Tritons head.

But the inhuman jerked away, making his head flare with pain. When Triton yelped again, Spider-Man moved back, before moving closer again this time slower. When Triton tried moving away, Spider-Man growled at him to stop moving. Triton seemed to have got the message, because he nervously stilled as Spider-Man drew closer. Then as soft as he could manage, Spider-Man wrapped the bandage around Tritons head-albeit rather clumsily so it didn't fit over the inhumans head quite right-but Spider-Man looked exceptionally happy of his work, and Triton look at him in wonder, and with a little bit of…gratitude?

The inhuman grunted a small thank you to Spider-Man, and the arachnid seemed to beam back at him. Spider-Man rose to his feet, and Triton followed his example, although he winced slightly as he did so. Turning, Spider-Man headed out the door where the other infected had been watching.

They looked at Spider-Man with a bit more trust at knowing he was helping them, despite his threatening appearance. White Tiger didn't growl lowly at him as agitated as before, and her glare lightened up a little. Squirrel Girl even moved a bit closer to him, a good sign of trust. Crooning happily again, Spider-Man started down the hall and the others followed respectively. They made their way toward Zabu's room, where the giant cat was nearly free of his room.

One more to go and Spider-Man would have a full family.

HIS family! HIS pack! They would see that he didn't mean them any harm, and they would learn to trust him over time. And despite the voices annoying pestering, he seemed to agree that they needed looking after. Spider-Man drew closer to Zabu, relishing in the feel of knowing that everything was clicking into place.

 **Okay, that's all I have right now. It just a chapter involving Spider-Man and his progress with his new 'family'. As for Spider-Man's weird way of looking through the 'voices' (aka Peter Parker) memories, think of it like a search engine on a computer. He uses all the the 'voice' (Peter) has learned and seen, and uses it to find the meaning of things around him.**

 **And yes, Peter is a little voice in Spider-Man's head and tells him what to do and sometimes Spider-Man listens to it. :P Also, I'm going to start referring to Spider-Man as just "Spider" so there's a little less confusion going around. Just thought I'd let you know.**

 **After seeing Peter's team, Spider wants one to and that's why he's assembling all the infected. Little sucker wants a family! CUTE! XD Next chapter will be with the Ultimate, New Warriors, and perhaps the Avengers. We'll see.**

 **Until next time! 3**


	11. Daddy Longlegs

**Hey guys, super sorry about such a long wait. Internets back on, YAY! Well, I've been super sick these last few days. Like, seriously for 7 days I have been sick. I had a huge fever for two days (Wednesday and Thursday), just constant aching and pain until Friday, Saturday, Sunday, and Monday where I've been coughing up all my internal organs and my fever has threatened to come back.**

 **It was bad, believe me. I had my Grandpa's funeral to go to, and during the ceremony I had to restrain all that coughing, even had to leave the room a couple times it was so bad. But I'm starting to get better now, though I'm still as sore as crap, but much better.**

 **Here is am update I owe you all, thanks for the patience and wonderful reviews. Your all amazing! I'll try to make it extra-long, just because I've missed out on writing it.**

 **I haven't done one of these in a while, but: Disclaimer-I do not own Ultimate Spider-Man, I only own the plot or any OC's I might use. Figured that needed to be done real quickly.**

 **Anyway, enjoy what I have for you guys!**

After the events that happened in the Academy, the occupants of the tricarrier were worked into a frenzy. Nick Fury had everyone on an assignment, the scientists and doctors worked alongside looking for the cure, agents observed the infected and gathered provisions that they might need; Nick Fury had all the video footage sent to Avengers Tower for the team to watch.

As busy as everyone was, there was one group of kids who felt absolutely helpless. The teen heroes sat in their dorm, either laying down or pacing the floor, with nothing to do after being sent back there by the Director. "I can't believe Fury sent us back here!" Power-Man grumbled in disbelief, he lay on his bunk, hands behind his head while looking up.

"I know, there has to be something we can do." Dagger agreed, she was mindlessly playing with her light daggers. Cloak, who was on the bunk next to her, nodded in agreement.

Nova was floating in the air, lying on his back. "Let's face it," he said sourly, "Nick doesn't think we can handle the situation. That's why he won't let us do anything; he thinks we'll mess up."

"But that's crazy," Agent Venom declared. "Yeah," Amadeus agreed, "We handled it just fine when Spidey first broke out of the sick bay; you don't see any of us freaking out about that." Agent Venom tensed a little, and looked down without saying a word. No one noticed though, and they all kept talking.

"It does seem as though Director Fury lacks some trust in our ability to control our situations." Iron Fist agreed, he saw on the floor at the far end of the room meditating. "Lacks?" Nova scoffed, "Puh-lease, he doesn't think we can handle anything. Sure there are those mission he has us do, but he always hovers over us like were going to screw up any minute." The other's couldn't help but mumble their agreement.

It might have sounded childish of them, but it did seem as though Nick Fury had a problem with trusting them in a situation like this. Their friends were in trouble, it's not like they would completely freak out and have no control over the situation. They all wanted to help, they needed to do something, not only to help their friends, but for themselves too-to know that they were doing something helpful instead of lying around doing nothing.

It was quiet in the dorm for a bit, each dwelling on their own thoughts. Before Power-Man asked, "Hey Iron Spider how's your research on a cure coming?"

"Pretty well actually," Iron Spider answered straightening up his posture with excitement, "I've finished isolating the chemicals, and I've virtually modified the molecular structure of some of them. I have a few ideas where to start synthesizing some of it, maybe even condense some of the molecules for a cure. But I need a lab with the right tools to do any of that, and-you know, were kind of stuck in here." He huffed and slumped back on his bed.

They all huffed with him, not only were they not helping anything, but they were bored too. "Who says we have to stay in here anyway?!" Agent Venom demanded stubbornly, crossing his arms. "Fury never said we HAD to stay in our dorm."

"Well where else are we supposed to go?" Cloak asked. Agent Venom shrugged, "We could go back at watch the monitors; Fury did say he would have full access to them." The others perked up with interest, Power-Man sat up in his bunk in thought.

"You have a point," he smiled, "Come on, I'm holding Fury up to his part of the deal." He got up from his bunk, and the others followed.

They followed the familiar route to the main deck, Nick Fury wasn't there anymore. There were still agents observing the monitors, a few scientists too, who were all writing down any information that seemed important. Power-Man tapped an agent on the shoulder, "Excuse me, where's Director Fury?" he asked.

"In a meeting with the Avengers in his office." The agent hesitantly said, looking them over like he was unsure if they get to know this information.

The teens tensed with surprise, "Really? When did the Avengers get here?" Dagger asked. The agent scowled a little, kind of unhappy with them bothering him. But he answered none-the-less, "They arrived a few hours ago and have been in their meeting ever since, now if you'll excuse me." The agent pushed past him and went on his way.

"Grown-ups," Nova grumbled shaking his head. "That's all I have to say. Grown-ups."

"Couldn't agree me," Power-Man nodded. They all turned to the monitors to watch what was going no. Spider had successfully grouped all the infected, he got Triton and Zabu from the rooms and already got them to submit to him. Right now they were exploring the Academy; though Spider was having trouble keeping them under control.

Like Spider, the rest of the Infected were going crazy. They started fighting and attacking each other and refused to stop, so out of desperation Spider cocooned them all in webs to make them cease their fighting. Right now they were all squirming and growling on the floor, bodies completely bound while Spider watched from a high corner of the room. He was softly growling as he observed, looked both agitated and frustrated like he didn't know how to handle what was going on. "Ah, poor guy." Dagger said, "He looks so confused."

"And hungry," Nova noted with a tilt to his head. Spider had a hand over his stomach; it could clench uncomfortable every once in a while and leave Spider growling a little more. "Didn't Fury say he had a plan for feeding them?" Power-Man asked.

Amadeus nodded, "Yes, he was going to use the underwater transport and cargo hold located beneath the Academy to ship food in there through there. I'm still not sure how else he planned on doing it, but he does have a plan."

"Well he better hurry," Nova replied, "Or their just going to end up eating themselves, even Spidey is going to get hungry."

"Uh, ew!" Agent Venom commented. There was a murmur of agreement as they continued watching, although soon even this began to get boring. They wanted to help, and watching wasn't doing anything. Besides, nothing interesting was happening, not that they wanted anything interesting to happen, but still… "Hey do you think Fury would notice if we interrupted the meeting?

Everyone else gave him a deadpanned look. "Yes I do believe the Director would take notice," Iron Fist answered after a moment's silence. Nova folded his arms and grumbled under his breath. But they stayed there, watching the monitors while conversing in small talk occasionally. Nothing really big happened, the cocooned infected eventually got tired of struggling, and fell asleep. Spider got down from his perch and created a comfortable and big web, before carefully placing the sleeping mutated heroes on it.

"You know it's almost, kind-cute how much he cares." Dagger mused while watching.

"He is still Spider-Man, and cares deeply for his teammates." Iron Fist said.

"Oh, I know," Dagger quickly replied, "I was just saying it's kind of cute how motherly he is." Nova cocked his head to the side, and pursed his lips as he watched the monitors. "Yeah, I guess so." He shrugged boredly. "Spidey's always been kind of…what's the word?"

"Reckless?" Cloak supplied.

"Rebellious?" Power-Man offered.

"Too curious?" Dagger said.

"Awesome!" Agent Venom exclaimed.

"Protective." Iron Fist said.

Nova beamed, "Yeah, protective! I mean seriously, he's like a mother hen or something." The others laughed in amusement. Spider-Man always was very protective of him, the Ultimates remembered the times when Goblin attacked them and how angry Spider-Man had gotten.

He was very protective indeed. "I don't think mother-hen covers it." Power-Man chuckled.

"Yeah, how about…Daddy Longleg?" Dagger suggested. They all erupted into laughter again. "Oh that was perfect," Amadeus laughed.

"Yeah, remember when we called Spidey that?" Agent Venom asked.

"Exactly," Dagger smirked. "Besides, Spidey does have long legs. Has anyone ever noticed that?" they all laughed again, remembering a couple month ago when they had teased Spidey about his protective nature and dubbed his Daddy Longlegs'. It was a great memory, and helped ebb away the sad atmosphere that had overcome the tricarrier earlier.

But their ruckus was getting too loud, and was disturbing the other agents in the room. When the teens refused to leave, they resorted to calling out the big guns. Nick Fury popped up on their communicators, he pinched the bridge of his nose in exasperation as he looked at all of them.

The teen sat their innocently as they waited for him to talk. "Must I babysit you?" he mumbled tiredly.

"No," Nova said, "We're just watching the monitors. You did say we'd have full access to them, remember?" Fury sighed, and nodded his head. "Unfortunately," he muttered.

The Director looked back up at them, "Since you insist upon annoying my agents, I want you all to report up here to my office. Now." The comm turned black. The teens all looked at each other hesitantly, "You don't think we're in trouble. Do you?" Cloak asked.

"Only one way to find out," Power-Man said, heaving to his feet. They all left the main deck, to the great relief of the agents, and headed up to Nick Fury's office. Once they got in there, they were greeted with the sight of the Avengers and Nick huddled around a conference table. There was briefing papers scattered among the table, as well as some layout designs of the Academy. All eyes turned to them when they entered. "Take a sit, and don't talk." Nick said motioning to the chairs.

The teens immedianly sat, and the Avengers and Director continued their meeting. "We're not kids ya know." Nova grumbled as he sat. Nick raised an eyebrow at him, "Humor me," he said.

 **Okay that's all for now. Probable not as big as I wanted, things are starting out slow right now. But big things are planned for future chapters, so watch out for that guys! I'm gonna be doing a one-shot based off the "Daddy Longlegs" nickname I had the Ultimates and New Warriors dub Spidey. Because let's face it, Spidey IS very protective.**

 **So look out for that too peeps! Thanks for reading! I'll start updating more frequently now that I'm getting sort of better.**


	12. No! You cannot eat The Beetle!

**Hey guys, sorry about a short chapter (for the last update) hopefully this makes up for it. Thank you all who has reviewed, you guys truly are amazing.**

 **Also, a little important reminder; I created a two-part one-shot on my USM one-shots book too why the Ultimates and New Warriors nicknamed Spidey "Daddy Longlegs" you guys should probable go read it. I will be posting more one-shots for my Animal Instincts Universe there, there might even be a few clues there *wink wink, nudge nudge* to who our mystery villain is. So I advise reading it, though I suppose you guys don't HAVE too, but it's recommended. Another thing, I'll be having Aunt May show up again, a little later (with the guest stars of Harry and MJ *that's going to be fun MUAHAHAHAHA*) though I might make it a one-shot, remember to look out for that.**

 **Anyway, I've kept you guys waiting for too long now. Enjoy what I've got.**

 **Oh yeah, I do not own the Ultimate Spider-Man TV show, because if I did I would probable make them turn my fanfiction into a reality, because I've just always wanted to do that. But since the TV show obviously doesn't have "Infected Humanity" I guess that means I don't own it. *sigh* If only…**

¨ **Line Break**

 ***following the events of the last chapter***

"Okay where were we?" Nick Fury asked, settling back into his chair. The teens grabbed a chair and sat, listening on the adult's conversation intently. The Avengers were all seated randomly, but each listened with the upmost attention. Well, except for Clint who was leaning back in his chair, and twiddling an arrow in-between in fingers. Though he looked casual, one could tell he was paying attention to how quiet he was being.

Tony was the only one standing up (besides Hulk, who stood in the back of the room with his arms folded silently, there were no chairs that could with-hold his immense size) and displaying a holographic screen to the others. The screen showed charts, and graphs, as well as many algorithms and formulas, all from the data collected from the Infected. Tony tapped a certain diagram that showed one of the DNA structures from the Infected before the gas attack, and one after. "Anyway, as I was saying," Tony continued, "These are bits of DNA that was taken from Rhino before he was gassed. The formula that Rhino had injected in him, genetically changed his DNA structure and bonded with his blood, and rearranged its anatomy-which is why half actually looks like a Rhino. Now the gas, it's composed of a lot of chemicals; some of which even S.H.E.I.L.D scientists can't identify-"

"You too." Sam Wilson interrupted.

Tony grumbled, "Well-yeah, for the time-being anyway." He coughed in his fist and continued. "Anyway, there are a few chemicals that have been discerned, including some which are found in many anabolic steroids." Tony was interrupted again by Flash who raised his hand and said," Wait, wait, wait-steroids?"

Amadeus nodded, "Yeah, anabolic steroids. It's a synthetic steroid hormone that develops muscle growth, and enhances physical capacity. That actually explains the rapid growth that the infected keep experiencing, the anabolic steroids are strengthening them, and actually heightening their development."

The Avengers, especially Tony, blinked in surprise. Fury and the other teens were fully aware of Amadeus's genius brain, but the Avengers must have missed the memo. "Wow, you actually understand what I'm saying?" Tony smirked. Amadeus scoffed, and crossed his arms over his chest stubbornly, "Puh-lease, this stuff is easy-peasy." He said, a cocky tone underlining his words.

"Really?" Tony mumbled in interest. "You know, maybe you can help me in the lab sometime." Amadeus didn't answer, but inside he felt a bubble of excitement. Finally, he might be able to use a lab to really be able to study the gas, besides (he'd never admit it) but he actually always wanted to work with Tony. But that moment of happiness and awe was interrupted when Tony added, "If you don't get in the way."

Before Amadeus could shoot back a snarky reply, Clint interrupted "Okay you nerds can spew geek over each other later. Just continue on Tony, I may not be able to understand a single thing you're saying, but that doesn't mean I'm not listening." Tony shot Clint a raised eyebrow, but turned back to his screen.

"As I was saying, and as Iron Spider explained, the anabolic steroids are enhancing the infected. So we know whoever did do this, wanted them to be as strong and capable as they could. Although that many steroids isn't really healthy for the body, and since the carbon monoxide in their bodies are weakening any of the healing factors or metabolism defenses that they did have against harmful chemicals, the steroids could have a negative effect. But that also brings up another point," Tony tapped the holographic screen and another diagram came up. "This is some of Spider-Man's DNA after he showed signs of calming aggression, and perhaps even intelligence-after we had captured him again. It seems the carbon monoxide poisoning only has a short-term effect before it starts dissipating, and allowing the bodies regular healing capabilities to come back fully. So we know whoever did this WANTED to enhance the infected, but also wanted all their powers and extra abilities completely intact. We still don't know why the Infected had displayed levels of such aggression and anger, but it could be from an attack on the Amygdala, which is the part of the brain that controls emotion-although I have yet to figure out how that attack came to be, and what it wants to accomplish." Tony scratched his chin, suddenly deep in though.

Everyone sat in silence for a moment, the other Avengers examined the screens with impeccable attention. The teens also showed signs of interest, but some of them still didn't quite get what Tony was saying (including Hawkeye). But didn't say anything, they figured Tony knew what he was talking about.

But Nick coughed loudly, breaking the silence. "Need I remind you that we are on a schedule?" He asked, "Continue to the next part of the meeting."

"Yes Sir," Tony saluted sarcastically, but told J.A.R.V.I.S to save the data into a folder and send it to himself, and bring out another file containing more information (and theories') involving the Infected. Before he started though, he shot the teen heroes a hesitant gaze. "You sure you want _them_ here Fury? This might get a little…" Tony scratched his neck.

"What?" Nick prompted dryly.

"Awkard," Tony said. "I mean, teens, hormones-the kind of stuff that should be discussed with-you know, parents." The teens immedianly disagreed. "I'm sure we can handle whatever it is your talking about." Nova said.

"Yeah, we're very mature." Power-Man added.

"Well, most of us anyway." Dagger noted, shooting Agent Venom and Nova a small look. Tony still didn't look to sure, but Nick shrugged. "You heard them; go on Tony." Tony sighed, but nodded.

"Alright then, but don't cry to me when things get really, really awkward." He brought up another screen. This one had information and facts involving the diets of animals, habits, habitats, behaviors, and…reproduction instincts? On the animals that the Infected heroes resembled. Right at looking at the information, the teens wondered if they made a mistake in staying. Tony cleared his throat, but started saying, "Anyway, I've looked into the eating habits, and behaviors of spiders, tigers, rhinos, squirrels, and fish. I've come up with a good list of food that we can send to the Infected, so that won't be a problem. A problem that we _MIGHT_ encounter on the other hand, is the-uh, reproductive instincts that they might be experiencing."

The teens were quiet for a moment, "Excuse me?" Cloak commented.

The adults in the room shared a look, and motioned for Tony to continue. Tony glared at them, but said none-the-less, "Um, yeah. We've seen the natural instincts from normal animals show up in the behavior of the Infected, which got me thinking also about the reproductive instincts in animals as well. Since Spidey defeated and/or made the others submit to him, that makes him Alpha of their-hmm…pack. And the Alpha of the pack is naturally to choose a mate. Since he defeated all the other…uh…males, then that gives him the right to pick a female."

The teens were frozen for a moment, "You mean Spidey is going to…." Nova swallowed thickly. "Like…uh…do… _IT_ with-with-GAH! I can't even say it!"

Tony shrugged, "Uh…well, we don't know for sure if this is going to happen. Technically, their all different species, and that would be cross-breeding-I guess. Animals don't usually…uh…mate with animals not within their own species. But we can't be sure with how the Infected are affected by the chemicals, their brains might be working different and Spidey might actually…uh…you know…" Tony finished a little awkwardly. He could usually talk about this kind of thing, but when there were teens involved….well, things can get a little uncomfortable.

The teens eyes were as wide as saucers, "Uh….." Agent Venom mumbled.

"S-so, um…what will happen if they do, uh….you know…m-mate?" Dagger asked, struggling to get the last word out.

Tony scratched the back of his neck, "I don't think you want to know."

It was quiet again, "You know, I think I have some training to do." Power-Man suddenly said.

"Oh, yeah. Training, I better go too." Agent Venom agreed.

"Team training is very important." Iron Fist replied calmly.

"You know for once, I'm gonna say it: I wanna go train." Nova said.

"Yeah, I probably should go too." Dagger nodded.

"Come on, let's go." Cloak said. They all turned to Amadeus who had remained quiet. He shrugged at their gazes, "What?" he demanded. "Yeah, okay. It's kind of weird, but I want to stay. There could be something here which can help me with my own research."

The teens slowly backed to the exit of the room, "Yeah, sorry buddy. You're on your own." Power-Man said. "See ya…uh…Avengers…" and the teens (excluding Iron Spider) were out of the room before anyone could say: Odd teenage hormones.

Tony coughed into his fist again, "Okay, moving on…"

Line Break

Back in the Academy, Spider watched his sleeping comrades with interest. He knew they were going through some changes, the same changes that he had been going through. They were probably hurting, and feeling intense, and extreme rage. He had tried to keep them from fighting as long as possible, but eventually-well, they just wouldn't listen.

So he and the voice came up with the next best thing, and cocooned them all. They struggled, and fought, and hissed but eventually they fell asleep. It looked uncomfortable on the floor, so Spider constructed a big, comfy web and placed them on there. Now he was just waiting for them to wake up.

Spider didn't have much to do, but his stomach was beginning to hurt, and made an odd growling noise. It left him feeling nauseous, and slightly angry. He hated this sensation! It was unpleasant! Spider heard the voice scoff, _Oh please,_ he sighed. _You just hungry. You're not going to-like, die or anything._

Well it felt like it to him. He needed to find something to satisfy this…hunger… _Yeah, try looking in the cafeteria. I heard they had Sloppy Joes in there today!_ The voice piped up. Cafeteria? Sloppy Joes? What are those? Spider was so confused.

 _Oh, just…never mind. Get off your rear-end and go find something to eat!_ The voice advised. Spider cocked his head to the side, and looked at his comrades worried. He couldn't just leave them here! Would if they woke up? Would if they started fighting again? He needed to stay here and look after them, make sure they'll be okay.

Spider stubbornly shook his head, and stayed nestled in his corner of the web. _Come on!_ The voice whined. _I'm hungry too! They'll be fine, I promise. Our webs are stronger than most people think._ Spider still refused to get up. He would not allow himself to be swayed by the voice, not this time. He tried blocking out the voice, but it was hard to block out an annoying voice in his head.

 _You know, the others will be hungry too. Do you know what a good leader would do?_ The voice asked. Spider thought for a moment, but couldn't come up with an answer. He shifted his position on his web uncomfortable. _A good leader would go find his friends some food! FOOD! Come on six-arms, even you can't stay the 'big strong Alpha' if your weak from hunger._ Spider thought again. The voice did make sense…he did feel weaker with this hungry sensation.

Fine.

Spider carefully maneuvered his way around the web, careful not to disturb the sleeping mutated teens. He shot them one more concerned glance, before scuttling down the wall and out of the room he had been located in. He followed the voices instruction, before coming to a sealed room. Spider sniffed around a little, and found his way to the door.

He tore the door from its hinges, and carelessly threw it behind him. The wonderful smell of food greeted him, and Spider followed it to a section of the room-cafeteria the voice called it-that still had a few plates of some sort of food. It was red, with bit of meat in it. There was some other, softer food by it. Buns the voice identified them as, but they didn't look as appealing. _Bring them anyway,_ the voice ordered. _Squirrel Girl will like them._ Squirrel Girl? The female with the fuzzy tail, and big teeth. Spider didn't like to be told what to do, but…if 'Squirrel Girl' really would like them.

He huffily gathered the buns in a few of his arms, before turning to the meaty sauce. Spider wouldn't have preferred to eat it, he liked his food alive, squirming and wrapped in webs (not his comrades of course). _No, nuh-uh, no way! Just get that out of your mind right now six eyes! We. Are. Not. Eating. Bugs!_ The voice said.

Spider hissed, he would not be told what to do. By a voice in his head no less! But Spider grabbed the meaty sauce, all that he could find, before heading back to his nest. He crooned softly to himself, pleased to think his 'friends' would like what he found. As he walked, Spider explored some of the voices memories for food that did seem enticing.

There was an image of a metal, creature with weapons and wings. To the voice it was an enemy, a foe, so certainly the voice wouldn't mind if he ate that. _What?! No! You're not eating The Beetle! Ew! Just…ew! For one bug-breath he's a person, and were not eating people! And two, just-NO! EW! Ew! Ew!_ Spider hissed in agitation; then what could he eat? The food he gathered would not be enough for his hungry team.

The voice offered no suggestion, so the Spider angrily ignored him. It wasn't long before Spider found his way back to the nest, where some of his comrades had awoken. Rhino, and Squirrel Girl were still asleep. But Triton, Tiger, and Zabu were awake and squirming,

They turned to Spider once he entered the room, and cocked their head to the side when they smelled the food he brought with him. Spider set the food down, and crawled back on the web. He approached Zabu first, the big cat was whining and fighting to get free, eyes hooked on the food.

He seemed calmer than before, a good sign. Spider hissed at Zabu, a warning to behave, before ripping the webbing loose. Immedianly Zabu lunged for the food, but Spider held him back forcefully. Zabu yowled in anger, and swiped at Spider with his claws. Spider immedianly bared his fangs to remind Zabu who was in charge; the giant cat ceased his fighting at Spider's warning, but kept his eyes fixated on the food.

Spider hissed at Zabu to stay still, and went to help out Triton and Tiger. They too could barely restrain from gulping all the food down, but a few hisses and growls from Spider was enough to hold them back. They all seemed relatively calmer, and not so aggressive as before. Very good.

Spider jumped down from the web, landing right in front of the food. He glanced at his team, wondering how to make sure they all got some of the meal. The voice suggested dividing it, while Spider was still angry at the voice; he still took its advice and carefully divided the food into equal sections.

He gave the awakened Infected their sections, which they gobbled down immedianly, and set the others aside. Zabu and Tiger finished rather quickly, and looked a little more satisfied with something in their belly. Zabu walked up to Spider, and shyly rubbed his head against one of the arachnid's arms and purred softly. Spider was surprised by the act, and hesitantly patted Zabu's head in acknowledgement. Tiger didn't rub against him, or purr, but she did look at him rather gratefully and lay down off to the side (not to far from him) and relaxed.

It wasn't any later that Squirrel Girl and Rhino woke from slumber, and he gave them food too. The voice was right, Squirrel Girl did enjoy the buns, and Rhino sort of did too. Though he did seem a bit reluctant to eat them. Afterward Triton, Rhino, and Squirrel Girl all left to explore the Academy, while Spider, Zabu, and Tiger remained by the nest.

Spider relaxed on his web, he had eaten some of the food as well. His portion had been a tad smaller than the others, and it hardly did anything for his still-aching belly, but he didn't complain. His pack was fed, and his job was done. As he lay, his thoughts drifted.

His body still ached, but he had gotten used to it and wasn't concerned. Spider noticed his body growing in size, but he didn't really care for that either. As long as he was well enough to watch his team, he would be okay. It was quiet for a moment, before the voice decided to interrupt it all. _So, I realize you-I…uh….we? Have animal instincts now, you wanna tell me what those are? You know, just enlighten me on the subject._

The voice was still annoying and persistent, but Spider would handle that too. Besides, he could also try and ignore him for as long as possible.

 _Oh you better not ignore me! I want to know if you have the sudden urge to eat a fly-or Beetle for that matter! Hey! You listening to me? You can't ignore me forever!...So help me six-eyes I will annoy the living crap out of you!_

 **Yeah, sorry about such a late update guys. My mom took my latop away for the WHOLE WEEKEND! It was horrible, I felt so bad cause I couldn't update this for you guys. But here you go.**

 **This clears up some of the science behind the gas, and some of the-uh "concerns" the Avengers and Nick were having. But don't worry, Spidey won't be mating with anyone! Cause I'm just not that mean! Well, this is longer than the last update. WHOO HOO! *applause* and they should gradually be getting longer! Poor Ultimates and New Warriors, Tony probably scarred them for life!**

 **Thank you all for the reviews! Your awesome! I love you guys!**

 **And yes, poor Peter-stuck in Spider's mind. Hahahah! I have the best fun writing those interactive scenes between Peter and Spider! I love writing them so much! Anyway, tell me what you guys think. And remember, suggestions are welcome! (I was going to read over this to fix stuff, but figured you guys have waited enough. Mistake are my own *as usual* but enjoy anyway!)**


	13. Feeding Time

**I promised there would be more frequent updates, and I lied.** **L** **But don't worry guys, I'm not gonna turn into one of those people that only update once every year or two, just please have a little patience.**

 **I've watched all the new episodes of "Ultimate Spider-Man VS The Sinister Six" that have aired so far, and I gotta say: I LOVE THEM! I don't know if any of you have watched them yet, but I really need to rant, so if you haven't watched them and want to wait to know about them, I suggest you scroll down really fast because this rant will CONTAIN SPOILERS!**

 **Rant in 3…2…1….*deep breath* Okay, the first episodes (Hydra Attacks Part 1 and 2) I love how Aunt May knows Peter is Spidey, and I'm glad he was having such a good day. When Iron Spider and Agent Venom were fighting Doc Ock I oddly loved how Doc said he only fought the real-deal Ultimate Spider-Man, and not his 'lackeys' (as he put it anyway)-that's real sweet Doc, real sweet! Even if he did use Spider-Man to get on the tri-carrier and take over S.H.I.E.L.D for Hydra-it's the thought that counts right?**

 **And-OH MY GOODNESS! Spidey is now a teacher at S.H.I.E.L.D Academy, and not just a student! I thought that was really cool! Like, what will he teach? Morals? Responsibility? Quips? I don't know, but I can't wait to find out.**

 **As for Scarlet Spider, at first he rubbed me the wrong way. I was like "Yo bro, why you hating on my Spidey?!" but then he got better, so we're on good terms now. :D I especially liked when Spidey found out Scarlet had organic webs, its both gross but very awesome! There are a lot of Spiders in USM, but to me, our regular ol' Spider-Man will always be my favorite. He's just always there, a constant mentor and friend, and he never gives up. I 3 you Spidey! So much! I plan on involving Scarlet Spider in this book, not the first one (this one), but probable the next-I'm positive I can fit him into the plot!**

 **Anyway, I know you guys didn't come here to listen to me rant :P , so let's move on to the chapter. I still have a lot to rant out, so if any of you guys want you can PM and we can rant together! Anywho, enjoy!**

It was a couple days since the meeting with the Avengers; the Infected were still cooped up in the Academy, but they were really starting to get hungry. Spider had taken all of his buddies to the cafeteria and completely raided it, there was no food-not even so much as a crumb. Spider had been a little smart and had tried to conserve some of it; but that proved fruitless in the end. After the constant growing and mutating from the Infected, their metabolisms were coming back as powerful as ever-and as effective as they had ever been-and they were starving. They hadn't attempted to eat each other…yet, but who's to say it won't happen?

Though today was the day when Nick's plan to feed them would be put into action; using the underwater cargo hold, and Shipment Pad beneath the Academy, they were going to send in food by robot. The food consisted of things that the animals usually ate: There was meat (cooked of course, S.H.I.E.L.D wasn't heartless after all), nuts, berries, fish, grain, fruits, and a little bit of hay (for Rhino, just in case). They didn't want to send in any bugs, for Spider-Man, unsure if they could contain so many bugs (dead or alive-though Spider would probably prefer them alive. Thrill of the hunt or something) and really hoped that wouldn't be a problem. Besides, the idea of getting that many insects was sickening anyway.

For a while after the meeting, the remaining teens had done their best to avoid eye-contact with the Avengers, or Nick Fury, as much as possible. Even Amadeus, after returning from the meeting, looked awkward and uncomfortable, but of course he took it like the mature little genius he was. Everyone else refused to talk about what was said during the meeting, it was too….weird, awkward, and disturbing to even think about. But because of today, they were hoping to forget all that and crossed their fingers that this plan would be a success.

Everyone was gathered on the Main Deck where the monitors were. A few of the Avengers weren't present, like Tony (who was locked in his lab, Sam with him), and Hulk who had returned to Vista Verde to update his Smashers about their Infected predicament. Thankfully crime in New York had been low for a little bit (from after the Contest of Champions), and the worried heroes didn't have to go out and beat up a bunch of crooks and thugs for snatching an old ladies purse-although, perhaps the extra punching bag wouldn't be that bad-useful even, for some of the heroes who needed to get some frustrating anger out of their systems. Anyway, they all stood in the Main Deck and waited patiently.

The teens were glued to the monitors, of course, while Nick was discussing the plan with Steve, Natasha, Clint, and Coulson. Agent Venom wrung his hands nervously as his eyes flitted over the screens, "Oh man, what if this doesn't work?" he asked, hands tightening harder and harder each time.

"It'll work." Power-Man replied confidentially; his arms were crossed calmly over his chest, maintaining his cool demeanor and attitude. Yet inside, he was as worried as Agent Venom and facing his own doubts and concerns.

Nova, who was hovering above him, nodded with Agent Venom. "But how do you know?" he questioned. "What if something goes wrong?" Iron Fist looked up at Nova and gave him a small, soft smile of reassurance.

"Director Fury, as well as the Avengers, have all worked hard at coming up with a plan." Iron Fist told him. "Even if this plan fails, another is sure to take its place." Nova shrugged, he placed himself back on the ground next to them. The other teens stood by silently, the time they planned on delivering the food was at 1:30 (the time which it would take to prepare everything). Right now it was 1: 27, three minutes until it was time. Everyone within the tricarrier was tense as the time drew nearer. As another minute ticked by, Nick Fury broke off his discussion with the others, and overlooked the activity of the submarine-already stocked with the food supply-that had already been set in the ocean below.

He didn't talk, and simply watched the screens with the attentive gaze of a hawk. It was at times at this that the teens really understood why Nick Fury was Director; he could handle any situation with calm ease, and a clear head, most likely with a back-up plan already tucked away in his brain. Just…..never attack his tricarrier and/or try to take control over it, change it, morph it, hurt it, sink it, or blow it up-his last name wasn't FURY just because that was his daddies last name too.

The clock struck 1:30 and the plan begun. The submarine, controlled from inside the tricarrier, hummed to live beneath the ocean waves and started its lazy journey to the Academy. It hadn't been dropped too far off, and as it drew closer, Nick got ready to signal for the Shipment Pad to open. Once the submarine got within range, Nick motioned for an agent to his far right, who had been attentively awaiting his order, and the agent pushed in some codes and the underwater Shipment Pad opened.

On the monitors, the action didn't go unnoticed. All of the infected, who were dealing with their further enhanced senses, felt the barely recognizable rumble of the Shipment Pad opening, and looked around curiously. Spider twitched nervously, sniffing the air and growling lowly under his breath. None of them seemed too horribly worried about it though.

Except for Triton; the inhuman must've sensed the water, he having his weird connection to it-especially sea water. Because he perked up with interest, sniffing the air with an erratic excitement, and making an odd grunting noise of glee. Spider was lying lazily on a web, one of his hands on his stomach, looked down and curiously cocked his head to the side at Triton, as if saying: _Dude, what are you grunting about? Your interrupting my nap!_

But Triton ignored him, and ran out of the room they were currently occupying, and hurried through the halls; his webbed feet made a dull slapping sound that echoed. He sniffed the air for the salty sea aroma he was sensing, and following it closer toward the Shipment Pad. The other infected looked at Spider-Man, wondering what he was going to do. Spider didn't look relatively excited to go on a wild goose chase after Triton, but grunted in slight agitation before going after the meta-fish. The other infected bristled with happiness, like children told they were going to the park, and joyfully ran through the halls with Triton as Spider followed from the ceiling like the grumpy supervisor who just wanted to stay home and chill.

Nick cursed under his breath as the group steered further down the Academy toward the Shipment Pad, "We have to hurry and get that submarine inside the Cargo hold." Nick ordered. "If Triton see's that water, nothing is going to stop him from getting to it. And we don't want that, so let's hurry people!" Agents bustled tensely.

Agent Venom looked ready to start biting his nails; Power-Man's arms had dropped into fists by his side as he watched the monitors, Amadeus was secretly going through the codes and actions being sent toward the Academy to make sure nothing bad was going to happen, and the Shipment doors froze or something else that could cause catastrophic problems; Nova paced restlessly behind the group, over so often sneaking a peak at the monitors before continuing his tireless goal to run a hole into the floor; Iron Fist, as always, was calm and collected, he watched the screens with a harmonized gaze but remained motionless with his arms crossed over his chest, and leaned softly against the wall; Cloak and Dagger stood side by side, as a comfort for each other, while watching the screens intently.

The Avengers fared no better, well of the Avengers that were there anyway: Steve had first been sitting on a chair, but had changed his position so that he was now standing upright with his arms folded tightly; Natasha was stoic though, her intense eyes skimmed over the screens, looking for anything that could go wrong; and Clint was fiddling with another arrow, he was oddly quiet but seemed just as agitated as the other teen. Coulson stood next to the teens, behind the pacing Nova, before moving to stand next to Fury.

Another screen showed a display of the submarine entering the Academy. It stopped on one of the landing pad rooms, before the room was sealed and the water was effectively drained out of the premise. Just in time too, because the infected busted inside right at that moment. Triton whined loudly at seeing the lack of water, and half-heartedly stepped in a small puddle near the door. He whined again, and hissed grumpily, but kept his webbed feet in the puddle, kicking the water softly.

Spider gave Triton an unamused look, and grunted at him like: _Oh great, you led us a half-soggy room. This is why you interrupted my nap?_ But then Nick had the submarine opened, and a tantalizing food smell immedianly hit the Infected's nose. They all immedianly perked up. Rhino sniffed around a little bit more, before he took a running leap forward, but Spider snarled at him to stay back. It worked…for about 4.2 seconds, before the others couldn't hold themselves back either and they all charged the submarine-even Triton, who had still been moping, rushed toward the alluring smell. Spider looked at them unhappily, but followed them none-the-less, all while hissing agitatedly under his breath.

The teens all chuckled amusedly, "Some things never change." Power-Man smiled, almost imagining the non-infected Spider-Man who always did the same when his team didn't listen.

"No kidding," Nova agreed with an amused snicker. He should know, it was mostly Nova who didn't listen to Spidey. At seeing the food, the Infected all yipped with excitement. Rhino took to eating the hay right away, and Squirrel Girl grabbed a couple handfuls of nuts. Triton sniffed out a fish, and scarfed it down-looking a little less like a grumpy toddler, and more like a half-satisfied mutated teenager.

Spider also searched through the submarine, rummaging for the food. Every kind of specie of spiders ate bugs, but some spiders were known to eat larger prey-such as small birds, and mice. So everyone held their breath as Spider scoured through the food supply, obviously unhappy with his desired meal failing to present itself inside, before wearily grabbing a small chicken leg and nibbled on it. An atmosphere of relief settled over the tricarrier as the Infected all ate the food they were given. "Well, there goes our feeding problem." Clint spoke up.

"Thanks goodness." Steve added. "I don't know what else we could've done for them otherwise." Nick settled back a little, a bit of tension was released from his shoulders as he rubbed his head tiredly. At least one of his many problems were fixed, though he'd have to keep an eye out on Triton-he doesn't want that one anywhere near the water. "Well, now that we can check that off our list, we can focus on more important things." Nick sighed. "Like curing this damn virus."

They all nodded, "I'm going to go check on Tony," Steve said. "Make sure he's still focused on his task." He got up from his seat and walked off. "I'm going to the Training Rooms." She said. "Clint, you want to come?" Fingering the arrow in his hands, Clint shrugged and nodded "Yeah, okay." And the two headed out.

Nick looked at the teens, "Maybe you should go with them," he told the kids, jerking his head toward Natasha and Clint. "Get some training done. It will make you feel better to get something done."

The teens shrugged carelessly, obviously intent on remaining where they were. Nick blew out through his nose, "Okay then, now I'm ordering you. Go train. Now." All the teens grumbled under their breath, unhappy with their orders, but followed the two Avengers none-the-less. Besides, they didn't want to cause Nick anymore trouble than they have been.

Nick shook his head; why those kids insisted on being so stubborn he would never get. They obviously picked up such a stubborn and persistent (+annoying) attitude from Spider-Man, that kid had an amazing way of inspiring people to follow him, whether it's in a fight, or resisting their Director and supervisor. Nick turned to the video screens, and watched as Spider stopped Tiger and Zabu from fighting over a steak, ripping the tough meat in half and throwing the two ends to opposite sides of the rooms, before settling back down with his chicken wing.

Chuckling softly, Nick shook his head and rubbed his tired eyes. The Royal Inhuman family was visiting S.H.I.E.L.D in a couple days, and he needed some positive results from this situation to reassure them with. An inhuman war had barely been avoided before, and he really didn't want to deal with one now. _Why must you cause me so many problems?_ Nick mentally asked Spider, before turning to Coulson. "I'm going into my office to look over the documents Stark sent me, notify me if anything happens."

Coulson nodded, "Yes Sir," Nick stepped past him, stopped, turned back and added, "And how is Ms. Parker doing?"

Coulson breathed loudly through his nose, "She's not taking it well." He answered sadly. Nick nodded, that was expected. He continued toward his office.

 **Okay, done!**

 **Sorry about such a long wait, *cries* Your all so amazing! I'm gonna be doing another one-shot with MJ and Harry going to Aunt May with concerns about where Peter has been. So, keep an eye out for that, guys.**

 **Also, I'll be making another USM story, yeah I know-two stories to work on, I'll run myself dry. But, this is so that if I find it hard to write for one USM story, I can work on the other and hopefully that will keep my creative juice flowing. This one will be called: "Time Travel Trouble" and it's a lot more serious than it sounds' :P but still funny. Obviously it involves Time Travel, and so far TTT doesn't seem like a fitting title. Any suggestions guys? I can't give you any spoilers, sorry, but if any of you have a great story title for Time Travel, then I'd love to hear it.**

 **And a small note, I really want to talk to more people about the new USM episodes (I have like 1 or 2 I can talk to right now, but I love hearing from others too.) so if you feel like it, and you can, PM and some of your rants of theories for the new episodes. Heck, if you want you can rant (or theorize) about it in your comment below, I won't mind, I love hearing from you all! Thanks for all the support guys! Hope you enjoyed this chapter!**


	14. Talk To Me

**Hey guys, I decided to do a shoutout for this chapter, you know-answer some questions and stuff. Here we go!**

 **Nobel Six: Thank you Nobel, you're always the first one to comment! ^.^**

 **ScarletNightFury: Yeah *sighs sadly* no yum yums for Spidey.**

 **Naitosutoka Eien No Honoo: Yeah, sorry I couldn't give you much details about the new fic (spoilers and all) but thanks for the suggestions all the same. I decided to go with "Set in Stone" though your ideas were interesting as well! :D**

 **Lustful-Angel96: Thank you. As for my opinions about the spiders. Well, you already know that my favorite spider is just our regular Ultimate Spider-Man, I like how he's just a constant mentor and friend with no changes and just…there for anyone and everyone-ya know? For Agent Venom, I find it adorable how much Flash idolizes Spider-Man, I think it's just the cutest thing EVER! And when he gets jealous when Spidey brings a new spider in the group (cough Scarlet Spider cough), I thought that was great. He's such an adorkable sweet guy. Amadeus Cho (Iron Spider) I like the way he talks (no seriously, its great) He talks with a tone between** ** _immature child_** **and** ** _I'm-smarter-than-you-and-I'm-not-afraid –to-prove-it_** **. Arachnakid (LOL, Miles) I have fallen head over heels for his and Spidey's brother relationship is, it is-literally-the most cutest and adorable thing to befall the Spiders. Like-EEEK! Sometimes I just can't stand it. Scarlet Spider, at first he really rubbed me the wrong way. I felt like he was too gloomy, and mean (he offended my Spidey), and I guess I got kind of protective too. When Scarlet said HE was the first Spider, I was like: (What? No way! You take that back right now! My Ultimate Spider-Man is the one and only original Spider, get out of here you cheap knock-off!) But then I felt bad, and kept an open-mind. Now I like him, especially when he and Agent Venom argue and banter XD best thing EVER! As for if any other Spiders come along, I actually hope they bring in a female spider. You know, to kind of reel the guys in. I know there is a number of them out there, but I don't know exactly which on will come. I think we might get a glimpse of Black Cat soon…kind of random and she's not exactly a spider, but I just thought I'd mention that…not sure why…anyway….**

 **FlyingDoll4: I think you misunderstand. I won't include Scarlet Spider in THIS book (you know the first one, which would be THIS one, Animal Instincts: Infected Humanity). I might add him in the second, where they stumble across him THAT way. I might add details and snippets from the new episodes as I go along, but only if I can incorporate them into the story, and that would still makes sense. You know?**

 **Bellekitten: AWW! . thanks! Thanks for the suggestion, but for the new book I decided to go with "Set in Stone" you stay awesome too my wonderful reader!**

 **Ilikehats2: Excellent question, and your excellent answer is….well, it'll be discussed in this chapter actually. And yes, I decided to add in the POV of another infected to help explain your question, I decided to go with Tiger. You know, because she was there, and I like her. Next time though (if I do a next time) I'll do Squirrel Girl or Rhino. No kidding about the Avengers thing, for right now, for my fics, I'm kind of ignoring Avengers Assemble: Ultron Revolution. For right now anyway.**

 **Lazy Chipmunk: Yes, Aunt May is amazing. I hope we get too see a lot more of her character throughout the season (now that she is aware her niece is a crime fighting vigilante/S.H.I.E.L.D agent sworn to protect the world from baddies! ^.^**

 **Man285: I might make a SpiderXTiger, but only because a lot of people have been requesting it from me. But we'll see, I'll ask about later in the end notes.**

 **Guest of honor: That would be amazing, then his team would get so cool and protective (yeah, I'm a sucker for protective teams/lover, its my weakness!) And yes, grumpy Spider is equivalent to a grumpy Nick Fury. HAHAHAH!**

 **Sweet-Strawberry-09: Thank you, hope you enjoy this update.**

 **Emily: YAY you commented! Now comment again! :P .**

 **Noellesmells1: The Infected are fed! Yay! Now they won't starve and end up eating each other, obstacle successfully avoided! Thank you, I'm glad your enjoying my fic.**

 **That's all I have people; I know there was a number of people who also commented, but I just can't get you all. I might do another shoutout if questions really start coming up, but this will have to do for now.**

 **May I gladly say that we are now getting to a very interesting part of the book. Intense stuff happens this chapter, pay attention! (P.S villains will be coming in soon, vote on which villains from Ultimate Spider-Man, Avengers Assemble, and Hulk and the Agents of S.M.A.S.H you want to show up)**

 **Sorry about the super long authors note, let's get to the interesting stuff now, huh. Enjoy!**

It's been a few grueling weeks after the Infected had been properly fed; but they were still growing, and evolving. Little progress has been made to figure out what the gas was doing, a lot of the chemicals have been diagnosed already; but there were just one or two factors that made no sense, and ruined any further progress on figuring out what was going on. To say Tony and the other scientists were frustrated was a serious understatement.

A lack in much needed information was affecting everyone. The Avengers, who (besides Sam and Tony) didn't have a clue what to make of all the science-y stuff involved, have no way of helping. The remaining teen heroes were getting more and more restless with each passing day; Cho now spent the most of his days in the dorms trying to find his own advancements in the gas since he wasn't allowed in the labs while the 'adults were working', while the other maintained a heavy schedule for keeping up status on the monitors. Even Nick Fury was stressed, and when Nick Fury wasn't happy, no one was happy.

All while, the Infected had increasingly grown. Squirrel Girl had gotten bigger; though she remained hunched like a squirrel most of the time. Her tail was big, and bushier, claws had grown longer on his hands and feet, and two sharp, and scary looking teeth hung from her jaw. A hazel nut blanket had smoothly been grown across her skin, which she managed to keep really clean. Her eyes had also changed, they were still a deep brown, but looked wider, with the pupils bigger. She was always moving, and acting super hyper, spending most of her time scurrying around for a place she can store away the nuts she collects from the food-submarine.

Zabu's frame had gotten bigger and broader; his fur was sleek but bristly. His two fangs hung threateningly, and his ears had pointed to tips. Zabu liked to spend most of his time taking cat-naps, stalking the other members of his 'pack', or playing a friendly game of tackle with Tiger. Those two had grown a special friendship between each other, probable because both were part of the feline family and agreed on relatively everything.

Speaking of which, Tiger physique had also gotten bigger. White and black fur glistened over her skin, and muscles would ripple across it like a wave as she played and fought with Zabu, and sometimes Spider, she always remained on all-fours. Tiger made it a goal to keep herself groomed, and cleaned at all times, though she was prepared to take down anyone who dared challenge her authority. She, somehow, had become Spider's right-hand man/women/comrade. She was usually by his side, tail flicking in amusement whenever Spider got frustrated at another member of his pack, and would eventually go and help him out after she spent a good-deal of time making fun of him. At other times she got irritated quickly when someone bothered her, or she thought they were being too foolish, and would snap at them to stop, they listened….sometimes.

Rhino was the biggest of them all, now so big that soon his sharpened horn would scrape the ceiling above him. His thick, tough grey hide looked impenetrable, and he kept his horn sharp by digging into any hard surface he could fine (which would be a problem if he started using the outer-interior walls as his sharpening post). Rhino had eventually came to be Spider's personal body guard, maybe it was because he saw that Spider meant business and didn't want to upset him, or because he grew to like his weird, protective personality. Either way, he too was usually by Spider's side, and whenever another pack member acted too aggressive or rude to Spider, Rhino was there to grunt a warning at them while tilting his horn menacingly in his/her direction. Spider didn't have too many behavioral problems thanks to him.

Triton was probable the one looking worse out of all of them. He was tall, with thin vein-webbed fins, and webbed hands and feet. Thin, sharp spines lined up along his spine, and his fish scales were a glistening green/blue color. Though since Triton was mostly associated with water, if he didn't have enough liquid to sustain himself, his skin would start to grey, crack, and peel. It looked painful, and left Triton whimpering and whining in misery. But the problem was soon fixed once Triton found the shower rooms, now he spent most of his days soaking in the showers and drinking any water he could get his webbed finger on.

Finally, there was Spider who was several feet taller; brown, black, white, and grey hair had spread over his body, with the tattered remains of his suit getting stretched farther and farther across his frame and hid any remaining skin. He had two long, sinister looking fangs that protruded from his mouth, with green veins of poison webbed across it. Spiders tattered mask had torn been torn from his head somewhere around week 2 on Tuesday, where he was revealed to have spawned four more eyes on his forehead. Long, barb-like spike poked from his wrists and ankles, as well as growing on his fingertips. Spider spent his time making sure his pack had enough food, making sure they behaved, got along, and over-all watched them like a Hawk from a corner of the room, or his web on the ceiling. Though he did play with them all occasionally, if they ever got lonely or sulky. But mostly he made sure they were safe, if anything new or unfamiliar was found, he was the first to investigate it until he deemed it hazardless-it annoyed the others at times, but they got used to his protective nature eventually.

Up in the tricarrier, it was Kazar, Power-Man, and Agent Venom watching the monitors. They sat on the chairs lazily, eyes flitting over the screens. It was around midday, when the sun was highest in the sky. The Infected weren't doing anything interesting at the moment, mostly just lazing around, and dosing on and off. The three teens didn't say much, or try to start up a conversation. There honestly wasn't much to talk about; any kind of subject had been discussed over the last weeks.

Agent Venom twirled boredly in his swirly chair, looking up into the ceiling and wondering how sick he could get if he twirled faster. Power-Man sat with his arms folded, back against the chair with a calm expression-but he could've been asleep, it was hard to tell with his sunglasses on over his eyes. Kazar was the only one intently watching the screens, he watched Zabu as the giant cat tried to get Tiger to play with him, but the feline just kept snapping and swiping her claws at him in annoyance.

Kazar smiled a little as Zabu kept pestering her, as a familiar feel of longing burst in his chest. He missed his brother so much, they have never been separated this long-not even when Zabu had been captured by Taskmaster-and it hurt. Not physically, but emotionally. Kazar could feel the mystical connection he had with Zabu; it was like a string pulling at his chest, pulling him back to his brother. But it was impossible to see Zabu now, despite the cameras-he just longed to run free with his cat-brother like they used to.

Agent Venom stops twirling in his chair for a moment, hunching over as he tries to get his head to stop spinning. Once he looks up, he spots Kazar, "Dude, what are you looking at?" he asks, sliding across the floor on his chair, and stopping next to the other boy, before looking at the screens. "They're not even doing anything." Kazar doesn't even look in Agent Venom's direction, his eyes remains stationary on the screens.

Noticing Zabu, and the longing look in Kazar's eyes, Agent Flash nodded in understanding, "So, you miss your brother huh?"

"Of course," Kazar answers, "Why wouldn't I? Zabu is my brother, we rule Savage Lands together. He is all I have and…" Kazar sighs and leans back in his chair, "and I can't even help him." Agent Venom sits still for a moment, before he claps an awkward (but friendly) hand on Kazar's shoulder. "Don't worry about it, Spidey will watch over him." Agent Venom tried not to flinch as he says it, his fingers itched to touch the spot where is bruises once were. They long ago healed, but sometimes it felt like they were still there.

But it seems to work, Kazar looks at another screen where Spider is sitting on his web, watching as Zabu tries to prompt Tiger into chasing him, and his gaze softens. "I-I suppose you are right." Kazar says, letting out a breath. "I am sure he is in good hands."

"Yeah, all eight of them." Agent Venom murmurs, wincing, and fighting the urge to rub his neck.

Before he can, Power-Man speaks up, "You just made a pun, Spidey would be so proud." He sits up in his chair, arms unfolding from atop of chest. "I thought you were asleep." Agent Venom accuses.

Power-Man simply shrugs, "I was, but you guys woke me up with all your yammering." He stretches his limbs, where the joints popped and he groaned. "Sorry for waking you," Kazar apologizes. Power-Man shrugs again, "Nah, I wasn't going to be sleeping for long anyway. I don't think I'm ever gonna get a good night's sleep until I know _they_ -"he nods his heads in the direction of the monitors, "-are back home." Kazar nods in agreement.

Power-Man made it his goal, and purpose to keep his team safe; especially when it had just been him, Iron Fist, White Tiger, Nova, and Spider-Man. After he thought his parents were dead, he didn't-and still doesn't-want to lose anyone else like that again. He found it hard to sleep at night, knowing the rest of his team was below him, alone, and experiencing unknown changes that were hurting them.

He knew the other Ultimate's felt the same too. Over the years, after all the challenges thrown their way, they all sort, kind, became their own little family of superheroes. Spider-Man was a cross between the dad (watching and telling them what to do), a protective big brother (it doesn't go unnoticed how much he worries about them), and a fun, obnoxious younger brother (with all his weird jokes and quips). Power-Man liked to think of White Tiger as the mom (not that she would EVER pair up with Spidey, those two just didn't role that way, it was mostly because of her constant need of keeping them on track, and making sure they had everything set and ready), a bossy big sister (because, let's all face it, she did get bossy), and a best friend (because she was always there for them, both as White Tiger and Ava Ayala). Nova was the younger brother, definitely the younger brother, the one that annoyed everyone, and loved causing mischief, but everyone loved him anyway because he was still there for them, and always keeping the situation fun. Iron Fist was the calm, and collected brother-perhaps the middle child; the one who would listen to their problems, and offer advice, he was also like a best friend-because he never skipped out on them, and his faith and loyalty was as strong as his iron fist.

But Power-Man was snapped out of his musing when the sudden yowl from the monitors grabbed all three teens' attention. On the screen, Tiger had decided that Zabu's pestering was enough, and howled at him angrily. She lunged and tackled Zabu, claws sinking into his hind leg carelessly. Zabu whined, before growling and snapping back, his sabre teeth got Tigers arm. Both cats let go, jumping back a few feet, to assess their wounds before growling and snapping at each other some more. This wasn't a game to Zabu anymore; his eyes were slit and fierce as he bared his fangs at Tiger. Blood stained Tiger's glossy white fur; she hissed and bared her own fangs. Zabu too was bleeding from his hind leg, but he refused to let that stop him as both felines circled each other dangerously.

Sensing a fight, Power-Man pushed a button on his communicator to signal Nick Fury (who was up in his office) that the trang gas might be needed. The swivel of the cameras (to get a better angle of the two cat) and the sound of the gas getting ready to release into the vents signified that Nick got the message. Just in time, as Tiger and Zabu growled once more, before lunging for each other.

Thankfully, they never got the chance. There was an angry roar from above, and Spider dropped right in front of the two cats. The cats stopped abruptly, but didn't cease their hissing and spitting at each other. Spider quickly noted the wounds that both cats obtained, as well as the steady trickle of blood from both, he hissed at them, but they didn't acknowledge it. Spider hissed again, louder and more forceful; once again he was ignored. With a throaty growl, Spider lifted a fist and struck the ground between Zabu and Tiger with enough force that it cracked once.

Immedianly both cats shied away, crouching down and inching away from the fuming Spider. Spider roared at them again, he turned and looked Zabu in the eye, Zabu couldn't hold his gaze for long before shifting his eyes at his paws. Spider grunted in satisfaction, before turning to Tiger and doing the same. Tiger held Spider's gaze a bit longer than Zabu, her tail twitched a few times, but she too ended up looking down as well. Spider huffed; he crouched down into his familiar spider crouch so he didn't look as intimidating.

Then, he gave a softer, kinder grunt, the tone almost seemed questioning. Both cats flashed to their feet, hissing and howling at the same time; Spider growled a warning at them, and the two went silent again. The three teens watched in fascination as Spider turning to Zabu, and crooned at him with a simply wave of his barbed hand. Zabu went into a flurry of hissing and growling, his muscles jerked irritably, and his tail swished behind him. After he was done, Spider turned to Tiger and crooned at her. Tiger did her own episode of hissing, and grumbling as her tail twitched, and she would shift her stiff frame from time to time.

Spider was quiet for a moment; he looked between Zabu and Tiger, and then growled at them softly. Both felines huffed, and turned away from each other, their bodies were still alert but they didn't attack. Spider then brought their injuries to attention, Kazar had spotted Spider practicing making web-bandages a few times (which still astounded him, and everyone else on the tricarrier), and he carved a bandage from his webs and wrapped it snugly around Zabu's leg, and Tiger's arm. Tiger grunted at Spider in thanks for the bandage, before turning to continue her nap by the wall. Zabu purred at Spider, rubbing his head softly against one of Spider's arms, before limping down the fall, making sure to keep his weight off his wound. Satisfied with the results, Spider returned to his nest in the corner of the room. Rhino, who had been watching the whole scene from afar, locked eyes with Spider in acknowledgement, before continuing his activity of rubbing his horn against the wall to create jagged gashes.

Though, before Spider completely settled down. He noticed as the cameras swiveled back into their original position, and hissed uncertainly. Hesitantly, Spider crawled along the wall and faced one of the cameras curiously. He sniffed it, scratching the device with one of his barbed claws in wonder. There was a harsh hissing noise of warning from the trang gas releasers in the vents, and Spider jerked away. He gave the camera one last skeptical look, before hastily retreating back to his web-nest. But his gaze never left the camera.

"What…what just…" Agent Venom gaped; all three teens stared at the cameras in wonder. "Did they…like, just talk to each other?"

"They've always hissed and growled at each other, but nothing like that." Power-Man agreed, mouthing falling open. The three looked at each other, kind of unsure on what to think about this situation. "Should we report this to the others?" Kazar asks, referring to the rest of the teen heroes who were in training with Coulson.

Power-Man nods, "I don't think they'd appreciate it if we kept this from them." They got up from their chairs, and hurried out of the room. None of them noticed how Spider was still watching the camera; he growled under his breath.

((((line break)))))

Tiger lay up against the wall, licking the wound on her arm. But with the webs wrapped around the injury, her tongue did little good. She was still irked about her incident with Zabu, and wished to hunt him down and finish their fight. He should've just left her alone, instead of continuously bothering her like he did.

But she didn't, because Spider told her not too.

Tiger wasn't stupid, she knew that Spider was superior to her, and that disobeying him would result in punishment. But that didn't stop the burning anger in her limbs that itched under her skin and told her to make Zabu really bleed. Tiger looked up where Spider was lying in his web, but he wasn't relaxing like before, nor was he watching for another fight. Instead, he was watching the wall. Tiger followed his eyes, but saw nothing worth watching.

Her tail twitched curiously, and Tiger mewed at Spider to catch his attention. At hearing Tiger, Spider looked down at her in acknowledgment. She looked at Spider, then at the wall he had been staring at, then back at him and cocked her head to the side un question. Spider hissed again under his breath, arms shifting around him as he shifted his position-an obvious action meaning something was bothering him.

It had taken some time, but all of the Infected had sort of developed a way of talking to each other. It involved noise and body movement mostly. Whenever Spider hovered his arms, tensely around him, that meant that something was agitating him and he was getting ready to attack if necessary. Tiger looked back at the wall Spider was staring at, this time noticing a little device in the corner, but it didn't strike her as interesting.

Yawning boredly, Tiger turned away from Spider and settled down to keep napping. Spider huffed, a little miffed that Tiger wasn't taking this as serious as him, and returned to watching the wall.

 _He's watching the camera_ ; Tiger heard a voice say in her head. Tiger was familiar with the voice that continuously popped in her head, it was annoying, and Tiger always ignored it the best she could. She was pretty successful at it too, getting to be really good at shutting the voice down. But this time it seemed agitated. _Why is he watching the camera_? It muttered curiously, almost worried. _Does he know he's being watched_?

Tiger didn't pay the voice any mind, it usually babbled about stuff like that. It didn't usually make sense either. Though it did always tell her to listen to Spider, in fact was this weird voice that urged her to become sort of the beta to Spider. But Tiger was growing increasingly annoyed of the voice, and didn't listen to it as often.

And this time was no different. Already angry with Zabu, Tiger quickly, mentally shut the voice down before it could continue-the voice barely managing an angry protest before it was silent. Purring quietly at the voice gone for the time-being, Tiger closed her eyes and slowly dozed off.

 **End (for the chapter anyway) So as you guys can see, the other Infected hear the voices of their earlier, human selves, but like Tiger, they don't listen to them as much as Spider does (and there's a reason for that as well). We'll get to more on that later. Anyway, hope you guys enjoyed the little snippet with Tiger's POV on things so far.**

 **Also, the Infected, their brains are developing faster than normal, and that's why they uncovered their way of communicating more quickly than usual. They can't talk telepathically, or like a person, but by behavior and the different sounds that they often use. I hope that little bit with Zabu, Tiger, and Spider was a good enough example of that. Thanks for the reviews guys. You're all amazing.**

 **And as a quick note, I will now be posting an update to this every Friday (alongside "Set In Stone" *by the way, if you haven't read it yet and you like Ultimate Spider-Man fanfictions, I suggest reading it*). So, be looking out for that okay. AND THANKS YOU ALL SO MUCH FOR THE COMMENTS! We are now in the 100's, thank you all! SO MUCH!**

 **To: EmpressRulerOfAllThatisWeird- Sure thing, I will take suggestions for books as soon as I get some finished. Another way for me to take suggestion (that actually include pairings) is if someone wins a challenge concerning a story of mine. Can't wait for hear the ideas you have!**

 **Peace out fellow Spidey lovers!**

 **-OfficalUSMWriter**


	15. Boom-Diggety (cause why not?)

**Interesting stuff goes down! Hope you all like!**

"So you still don't know who did this?" Medusa asked, looking critically at Nick Fury through the holograph. Nick Fury sat in his desk, hands clasped professionally in front of him. He sent a message to the Inhumans about the gassing a while ago, but the Inhumans have had a bit of trouble with Maximum and just got to answering them.

They were not happy. Even though Black Bolt wouldn't speak, his face displayed his emotions well. He was clearly troubled, eyes narrowed dangerously, Nick was sure that is Black Bolt would talk-he would be cursing brighter than a trouble-hardened sailor. Nick shook his head at Medusa, "I'm afraid not. The footage to the Academy had been cut before we could get to any of it, we've tried getting it back, but all video feed had been destroyed."

Medusa breathed out irritably, her arms crossing over her chest. "We sent Triton there thinking he would be in good hands; please tell me we didn't make a grave mistake Nick Fury." She said warningly, her tone sharp.

Nick leaned calmly back into his chair, he didn't like being threatened. "With all due respect," Nick said, "But I don't think you fully understand what I'm saying, S.H.I.E.L.D Academy is as secure as the Pentagon itself. Whoever did do this was extremely skilled, and very cunning. We have suspects, but none that can really match up. I have every scientist and doctor on this case, working to find a cure. Triton couldn't be in better hands."

"Yet, he is being held captive in your 'secure' Academy, and is changing into a monster that humanity had mistaken us to be for years." Karnack points out. "Your logic is flawed Director Fury." Fury leaned forward in his chair dangerously. He was trying everything in his power to keep this situation contained and under control. His logic may be flawed, but it was all they had. "And what would you suggest we do?" Nick asked, raising an eyebrow in question at them. "Do you Inhumans have a magical antidote for this virus? If so, then I would love to transfer those Infected over to you. But if not, then I fear there is little that any of you can do. Is that logic flawed?"

Karnack grunted, his eyes narrowing. "I'm afraid we lack a 'magical antidote', Maximum was always good at those kinds of things." Karnack sniffed, but his eyes flickered nervously at Black Bolt at mentioning their relative-gone-bad, Black Bolt frowned. "Anyway," Karnack continued, "I can be of some use to your cause. I can either go and join S.H.I.E.L.D and apply my own knowledge about these things, or you, Nick Fury, could supply a copy of all the data you possess. I do believe I can dig up something that can help."

Nick Fury rubbed his chin thoughtfully; Karnack may be able to help quite a bit. But ever since their near-war encounter, Nick has still been skeptical about the Inhumans. The only reason Triton had joined S.H.I.E.L.D Academy was to join both Inhuman and people, to smooth over the tension between the two species. The Inhumans were still suspicious, and so was Nick. But if Karnack could really help out….

"Very well," Nick agreed. "I can send a copy of our progress, and a sample of the gas, to Atillan. If you do find something useful, it could help solve this problem faster." The Inhumans nodded, but most were still regarding him with almost distaste-like he had been part of the problem with getting Triton hurt. "I have people down there two," Nick tells them, "Kids, just like Triton. I'm sorry that Triton got attacked this way, but you must keep in mind that he was not the only one. 5 of his classmates are down there with him, in the same predicament. We're not enemies here; we're all on the same side. So I suppose we might as well start acting like it."

Black Bolt studied Nick for a few moments, before smiling in agreement in his words. Medusa watched her husband, and her expression, too softened. "On behalf of my husband, Atillan's finest doctors, as well as the expertise of Karnack, will do everything in their power to find an antidote to cure _our_ allies." Medusa smiled and nodded at Nick Fury, than the message clicked off.

Mentally checking that off his list of things to do, Nick got up from his desk. He was quite satisfied with how the meeting had gone, threats were minimal, and any means for a war had been avoided. But now, he had to go and check on things with Dr. Connors and Tony Stark. He walked out of his office, making sure to turn the defense settings on-not just anyone could go into his office ya know. The Tricarrier had been a mess of agents running to and fro, usually with samples or data, and bringing them to different sections of the giant, floating, heavy artillery induced flying machine.

 **((time lapse))**

Nick Fury found Tony first, the genius was looking into a microscope, while muttering lowly to himself. Nick didn't say anything at first, and watched as Tony looked up and rubbed his chin. He picked up the thing he had been examining, and brought it to one of the tables nearby. "JARVIS, try to break this down farther, and then synthesize it. Maybe, if I can break it apart correctly, I can figure out what we're missing here."

" _Yes Sir, right away Sir_." JARVUS replied, a slot in the table shot up, and Tony put it in to allow the sample to be scanned, and analyzed. Satisfied, Tony turned around and noticed Nick Fury standing there and raised his hands defensively "I did not download my A.I into S.H.I.E.L.D's mainframe to help me figure out what is missing in this formula."

"Mhmm…." Nick hummed sarcastically, and raising an unbelieving eyebrow at Stark.

"Of course I didn't." Tony continued nervously, "Cause that would totally be a bad things, and I would be violating some, weird, international law if I did. Hee hee…."

Nick walked forward till he was in front of Tony, "If you can give me any good news about your progress with this _formula_ , then I might think about looking past you violating Law 245, Code: Alpha-which, yes, means that you did something bad." Tony nodded, and clapped his hands together. "Alrighty then, just give me 2.4 seconds to make up some good news for you, and we can get this whole, law breaking thing behind us."

Nick Fury sighed, "So I guess that means you got nothing?" Tony held his palms upward, and made the gesture of weighing something, as he kind of shrugged with an _it-sort-of-depends-on-what-you-want-to-hear_ expression on his face.

"I've been digging real deep into this gas formula, and I know most of the chemicals in it. I've actually figured out the perfect way to synthesize it into a cure for this virus,"

"Last I checked, that is considered to be good news." Nick interrupted. "Buuuut…." Tony added, stretching it out a bit. "There is only 1 or 2 things that are getting in my way. I'm close to making this cure, but there are just a few factors in this gas that mess it up every time. I have no idea what these few chemicals are, I'm trying to break it down further to learn something- speaking of which, how is that coming JARVIS?"

" _67% complete with breaking down Sir_ ," the A.I immedianly responded.

"Yeah, so unless I can figure out what these unknown chemicals are, then I'm kind of stuck. None of us Scientists can continue unless we figure it out, and so far I don't think anyone has."

Nick grunted in understanding, "Anything else?" he asked. Tony shrugged, just as JARVIS announced, " _Sir, the break down is complete. Would you like to display the data on the holographic screen as a benefit to Nick Fury as well_?"

"Yeah, thanks JARVIS."

 _"Very good, Sir."_ The next moment a holographic screen lit to life, displaying a confusing array of chemicals, and elements that would make little sense to the average intellectual person. Not as much for Tony, he mumbles under his breath, nodding at a few of the compounds as he expected them. But then he stopped, and groaned in exasperation. He reached into the hologram, and pulled out the display of a chemical compound, it came out with his hand, as if the genius had actually grabbed it. "This little bugger is what's ruining my cure," Tony informed, examining it from all sides. "I've run this chemical through every element, and data in your S.H.I.E.L.D mainframe, and nothing identical or related as shown up." Tony glowered at the glowing holographic chemical like he wanted to pull it apart atom by atom, his expression clearly expressed that he was not happy with this little chemical. "Stupid unknown compound that I would usually love to figure out!" he grumbled sourly.

Nick gave the chemical a peculiar look, "S.H.I.E.L.D had no information on it?" he asked, more to himself than Tony. Because that seemed highly unlikely, it was very hard to hide anything from S.H.I.E.L.D, especially weird, fatal chemicals. But this little thing managed to do it; but how? "Very well, I'll leave you to your research Tony." Nick turned to leave him.

"So…is the whole, downloading an A.I into your mainframe okay now? Or…" Tony called after him.

"Since when do you care whether you broke a law or not?" Fury retorted, not even stopping his way to the door.

Tony chuckled behind him, "Hahaha, touché."

 **((time lapse))**

"Sorry Director Fury," Curt told him sincerely, "I'm afraid I haven't made much progress on this either. I'm close each time, but once I nearly finish, there is this one-"

"Chemical that ruins it for you?" Nick guessed, watching as the baffled doctor turned to Nick with a surprised look. He nodded slowly, "Yes, but, how did you know?"

Nick got up from the seat he had occupied, and handed Curt's papers back to him while saying, "Stark has been having the same problems. So, I suppose you haven't any clue about what our mysterious chemical is, do you?" Curt sadly shook his head, setting his papers back down on the table with a tired huff. "I'm afraid not." He replied. Nick expected that.

He nodded in understanding, and turned his attention to the monitors that displayed the current physical conditions of all Infected. Every hour or so, the sensors in the Academy would send out an invisible scan that picked up the body signatures of the Infected. Using this, they could watch and observe just how much the Infected were changing. "Anything new?" Fury asked, dipping his head toward the monitors.

Curt glanced at them, "Well, they are STILL growing. At a slower rate, but growing all the same. Though, I do believe Rhino is near the peak of his height, if he grows any bigger he can get stuck in the Academy halls; which would be a big problem. Triton, Zabu, and Tiger though, theirs is slowing down. Squirrel Girl is still at a pretty high rate, but she too has showed signs of stopping. Spider-Man, on the other hand, has actually been steadily increasing in his growth rate. I don't know why, he just-is! I'm not sure what makes his case different from the others, but I'm sure there is a reasonable explanation for it."

So many questions, and not enough answers. "Thank you Curt," Nick told him, "I appreciate all you've done for this." He placed a soft hand on the scientists shoulder. Curt frowned slightly, his eyes flicking down. "I only wish I could do more." He replied.

"You're doing all you can," Nick told him firmly, "If not more. You are helping in this more than anyone."

Curt shrugged off Nick's words carelessly, "Maybe," he muttered. "But.." Curt paused, and closed his eyes as if trying to get his thoughts together. "Its just…when I turned into the Lizard, Spider-Man never gave up on me. He made a cure, tracked me down, and made sure I turned back into my-well, regular self I suppose. I'm not happy for what happened to him, or any of the other kids, but…I like to think of this 'disease' as a way to make up for all the trouble I caused him. To save _him_ for once, instead of burdening him with my problems; to make it all up to him. It's, just ridiculous I know, but…he has made sure I wouldn't go through that-that _lizard_ thing again, and watched my back continuously. I've got to fix this, to make up for my past mistakes."

Nick was quiet for a moment, watching Curt closely. "Spider-Man wouldn't see it that way," he finally says. "But I understand what you're saying Curt. I'll leave you to finish your work." Curt nodded, and allowed Nick to turn away and head out of the lab station Curt had been working at. "But Dr. Connors," Nick called before he was completely gone, "Remember that you've done so much for Spider-Man; perhaps Spider-Man watched out for you, to make sure you wouldn't turn back into the Lizard, because he was trying to make it up to _you_. You're his friend; it's just something he does." And with that, Nick left.

 **((time lapse))**

Did Nick wish he could have a peaceful night for once? Absolutely.

Did he get a peaceful night? Oh, of course not! Because that would just be too easy.

Nick Fury got the alert from his communicator at 1:00 in the morning, having left Coulson in charge while he got a couple hours of sleep. Unfortunately, some strange, divine force didn't think sleep was important-that's what it felt like for the Director as he pulled on his trench coat, making sure his gun was tucked inside, before hurrying to the Main Deck.

Right as he got there, he knew something had gone terribly wrong. He could tell by the frantic rush, and yammering from the agents at the computers, and he could tell by the too-calm look on Coulson. "What happened?" Nick asked, immedianly walking up to Coulson.

Agent Coulson moved so the Director could take a look at the monitors while saying, "We were sending out the midnight shipment of food to the Academy, but we got caught. We didn't see Spider hiding up in the rafters, and he jumped the Food Sub right as it came in. Fortunately, he couldn't make it out of the room into the water, but he damaged the Food Sub, as well as the cargo doors. If we try to bring the sub back, or even attempt to move it, it can cause too much pressure on the cargo doors and can possible break them. With an inhuman meta-fish in the Academy, I didn't think it could be a good idea to chance it. Not that we can anyway, the sub isn't responding. Spider really did a number on it." Coulson brought up the images of the sub.

Spider DID do a number on it. It was slashed, and cut, with acid/poison burning holes on some parts of it. The food had already been removed by the monster Arachnid, and set neatly in a corner of the room. But Spider remained in the cargo hold, staring intensely at the sub, in a dark corner of the room, like he expected it to do something. "We need to send someone in there to fix it, so we can get both the Food Sub and cargo doors fully operation." Coulson finished.

Nick internally growled; this was bad. There were more Shipment pads they could use to transport the food, of course. But that cargo door really was badly damaged, and if it did break, then there is no doubt Triton would get out, not to mention that Shipment pad was the farthest from the main area the Infected use as a home/base, and made it faster to get in, drop the food, and get out with enough time before the Infect got there. If Triton did end up swimming out, the rest of the Infected could soon follow, if they figured out how to swim. This was bad indeed.

"Okay," Nick replied calmly, keeping himself level-headed. "We need a group of specialized agents to go in there and fix the cargo doors."

"Already done Sir," Coulson reported, with the smallest of smiles. "All we need is the word from you." Sometimes Nick really loved having Coulson on his team. The director nodded a small feeling of relief settle in his muscles at knowing he didn't have to pick out the Agents. "Send them down immedianly," Nick told. "Good work Agent Coulson.

Coulson nodded, and raised his hand to the communicator in his ear and spoke into it, saying that the specialized agents had permission to head toward the Academy. Nick stood in front of all the monitors, watching as Spider dropped down from his corner for a second, to inspect the Food Sub-scratching and sniffing it experimentally-before scurrying back into his original position. Nick kind of wished he could reach through the cameras and give Spider a good sized whack on the head for causing more trouble. _Bad Spider! Just stop making more problems_!

Sadly, his raging mental message was not transmitted and Spider gave no vocal response. A moment later, Coulson came back with his hands intertwined in front of him and he took his position by Nick's side. "The Agents are in position and ready to go Director Fury."

"Don't send them in just yet," Nick told him rising up his hand, while watching Spider intently. "We can't send them in there with Spider still in the Shipment Pad. We might need to gas him before allowing our Agents inside; I'm not sure how Spider would react to seeing anyone." Nick paused for a moment as a thought passed through his mind. "Coulson, get me Dr. Connors."

"Yes Sir," Coulson obeyed, he left the Main Deck and toward the labs. Nick rubbed his chin thoughtfully as he kept his sharp gaze focused on the arachnid before him. It wasn't long before Agent Coulson was back, with a concerned Dr. Connors following behind. "Uh, you wanted me Director Fury?" Connors asked, a tad nervous.

Nick gestured to the screens, "I'm going to gas Spider-Man to allow my Agents access into the Shipment Pads, before Spider-Man was infected, drugs and tranquilizers have a weaker hold on him. How long would you estimate it would take for Spider-Man to snap out of the tranquilizers now that his body has gone through some…changes."

Connors looked at the screen, doing a quick mental estimation. But he fidgeted nervously, and says, "Are you sure you don't want Tony on this? He might have a better chance of calculating it correctly." The good doctor didn't look so sure of himself, and Nick wondered if it was partly because of the conversation they had earlier.

"I trust your calculations," Nick tells him honestly, "You've been watching and observing the bodily conditions of the Infected the longest out of anyone. If anyone knows this, it's going to be you."

Connors gulped, but nodded. He took a deep, steady breathe, "Very well, but there are chances my estimation could be incorrect. We would have no way of knowing if the unknown chemical can snap Spider-Man out of drugs faster than normal, and his current enhanced metabolism might've improved. But…I will give it my best shot." Nick nodded. Connors examined the screen intently.

He already knew how much tranquilizer was in each of the gas releasers in the Academy; it was all a matter of calculation the mass of Spider's body, and how faster it would be to flush out of his system. After a moment, he tells Nick, "You have about 6.3 minutes until Spider-Man will come too. I would suggest gassing him right as your Agents are about to enter the Academy." Nick smiled at Connors, "Thank you." He says.

"Don't thank me yet," Dr. Connors mutters, but offers Nick a nervous smile anyway.

Fury nodded at Coulson, and the agent muttered a "Go," into his communicator and it started. Nick watched as the divers entered the water below, and began their track toward the Academy. It was quiet as they waited, but Coulson scooted closer to Nick and bent down to whisper, "Do you want me to notify the _other_ heroes about this?" the way he said _other_ indicated that Coulson meant the teens.

Nick immedianly shook his head in objection, "No, let them sleep. If they wake up for any problems we have, then they won't be suitable for battle. Even if this virus has become one of S.H.I.E.L.D's top priorities, it doesn't mean any other villains on the loose will stop, and so neither can us. Let them sleep, they can whine about it in the morning after I put them through a full-body training."

Agent Coulson nodded, and took a step back. If he agreed or disagreed with Nick he didn't say anything about it, and simply watched the progress of the divers. It wasn't long before they got to the cargo doors and waited for the signal to manually open them. Nick got ready to signal for the gas, but before he could, one of the divers got bumped and he hit into the cargo door; the breathing equipment on his back gave a quiet, but sharp, _ping!_ as it hit against the metal. Everyone held their breath as Spider jerked up, obviously hearing the almost inconspicuous sound.

He grumbled out a low, throaty growl as he slowly maneuvered around his web, sniffing the air curiously and cocking his head as he listened. Outside in the water, the divers were deadly still, the only sound coming from the air-bubbles they breathed from their masks. Spider slowly got off his web, and approached the cargo doors, his muscles still twitching as he focused with all of his senses. When he made it to the cargo doors, he growled again, louder this time-causing the divers outside to flinch a little and swim a ways back so he couldn't pick up on their breathing.

Spider sniffed the doors, and lifted a barbed finger to tap experimentally on the doors, and flinched away as if he expected something to happen. When nothing did, he tapped it again, before scratching it. Still nothing happened. Spider raised a fist, almost as if to punch the door, and Nick got ready to release the gas, afraid that Spider would end up damaging the ruined cargo doors even more than they were.

But Spider didn't, he paused for a moment, before let out a huff of air and turned away; everyone in the Main Deck let out a breath of relief. Spider glanced at his web in the corner, looking ready to head back over there; before deciding against it and instead headed out of the Shipment Pad.

The taut muscles of the agents on deck immedianly soothed as the Spider threat alleviated. But Nick didn't relax, something didn't seem right. The divers in the water got the go-ahead to proceed, and hurried to open the doors. The Shipment Pad was open, and water flooded in; but it was quickly sealed off once more as all the divers got in. Triton was currently in the showers of the Academy, with all that water around him he wouldn't notice the smell of salt water before it was too late.

The divers brought out their equipment and set to work. They all worked fast, smoothly, and professionally. They didn't talk; they simply assessed the damage and got to fixing it. It didn't take them all too long, and soon the doors were fixed and functioning properly once more. They gathered their equipment and prepared to leave.

But as one of the divers went to pick up his air mask, a gun felt out of a space in his suit. It was meant for emergencies, in case the situation got dangerous. It hit the floor with a clang that reverberated off the walls, and all 5 of the diver stilled. It was quiet for a few antagonizing moments, but nothing happened and they all relaxed once more. The diver reached down to pick up his gun-though right as he did, it was met by a loud, angry yell.

Spider came charging out of the shadows, fangs poised, and eyes blazing as he went straight for the diver with the gun. The diver gasped, and brought up his gun to shoot. Before he could shoot though, the trang was released. At seeing the gas, the agent hurriedly strapped his air-mask on, something that was also designed as a gas-mask as well, and ran from Spider's furious rage. Spider stopped his attack once he was assaulted with the gas, he lifted his arms up as if to block it-but that did little good.

The giant arachnid swayed on his feet as the trang gas entered his system, he stumbled a few steps before dropping to his knees. Before he was completely under, he let loose a loud, high shriek that left the divers flinching downward and covering their ears through the masks. Then Spider was down, lying on the floor and breathing heavily.

Whereas throughout the Academy the other Infected perked up. What they heard wasn't a cry of anger or pain-that was a distress call, and they certainly recognized who it was coming from. Zabu hissed loudly, Squirrel Girl chattered angrily, and Rhino grumbled deep from his chest and swung his horn around from side to side in protective agitation. Within the showers, Triton got rigid from under the water, and immedianly exited the cool waters. Tiger snapped away from her nap, and sniffed the air. She yowled loudly, and was up full-out running toward the Shipment pad, the rest of the Infected ran after her in a thunderous roar.

"Shit!" Nick swore. He shouted into the microphone connected to the divers, "GET THE HELL OUT OF THERE!" The divers didn't need to be told twice. They sprinted for the doors that opened a crack, just the size for an adult to fit through. The first 4 got to it safely, but the 5th wasn't so lucky. He stumbled over a cooked turkey that was washed there by the water from Spider's early stacked stash of food. He slipped, and faced planted into the watery ground. The doors were already closing.

Nick couldn't stall them, the Infected would be upon the Shipment Pad at any moment, stopping the doors even for a few seconds could give them-especially Triton-a way to escape. The divers swore colorfully, and stumbled to his feet. He ran/sloshed through the slowing torrent of water escaping through the doors. He was almost there, when the roar of the Infected reached his ears and he stumbled again in panic.

Tiger burst in the room, the others at her tail, with her fur bristled and teeth bared into a snarl. She scanned over the room, and when she saw Spider laying on the ground motionless, and everything went further downhill from there. All of the eyes of the Infected, eyes blazing and red-hot with scorching anger, trained onto the lone, suspecting diver almost toward the safety of the water outside. They rushed forward, water exploding in cascades around them.

Sick with fear and panic, the diver stumbled again, but he was too late. The door closed right as he got there, and he slammed at it fiercely as if to open it that way. The thundering behind him got him whirling around, at the sight of the snarling, vexed creatures calling for his blood had him screaming with terror.

The Infected got to him in a matter of seconds, Tiger was the fastest though. Most of the agents up on the tricarrier had to look away as the first pained scream tore from the lone divers throat.

 **Boom.**

 **I feel so evil for this chapter, so I decided to post it right now. Set In Stone will be updated tomorrow.**

 **Anyway, hope you guys liked. Ta ta!**


	16. New Information

**Okay guy, "Doom Diggety" might've been a false advertisement. You know, because nothing really exploded (something a few of you pointed out XD) but oh well. Yes, let us all take a moment to honor the fallen diver…or do we? *evil snicker* Keep reader fellas, I've got more for ya!**

 **Also a couple of people have also asked if I would reveal some facts about the our mysterious villain, who says I haven't already stuff already? Remember guys, when reading my fic, you've got to pay very close, very special attention for details. Some of you are close, I'll give you that.**

 **Finally, I couldn't get around to finishing my chapter in "Set In Stone" either. Don't worry, I'm not giving up on it, I've just been so caught up writing this fanfic that I forget. I've already started the next chapter for this XD But I will certainly post it RIGHT as I finish. Promise.**

The Infected got to him in a matter of seconds, Tiger was the fastest though. Most of the agents up the tricarrier had to look away as the first pained scream tore from the lone divers throat.

Tiger got as far as sinking her teeth into the diver's arm before she was interrupted by a hiss. It was loud, but still weak and feeble. All of the Infected immediately ceased their growling and turned to see Spider weakly pulling himself up with his arms. He hissed at them again, before his shaking arms gave out and he huffed back on the ground. The Infected whined in concern and rushed to his aid.

Zabu rubbed his head against Spiders, Rhino offered his horn as support and Spider used one arm to grab it while also supported by Triton's arm and he pulled himself to his feet. Tiger hadn't moved. She looked at Spider in concern; at the sight him shakily fighting off drowsiness she narrowed her eyes in anger and bit down harder on the diver's arm, earning her a whimper.

Spider shook his head, his eyes were blurry as he looked around, but everything was in a fuzzy blob. When everything settled enough that he could tell who was who, his eyes landed on Tiger and the diver and he hissed again. Tiger snarled in return, eyes turning back to the diver who had his head flung back in pain. He whimpered then shouted when Tiger shifted her head. It was clear what Tiger was implying: This man hurt Spider, and now he had to pay.

But Spider took a wobbly step forward, almost falling. The others remained by his side and Rhino acted as a supportive wall so Spider could walk to Tiger. Tiger inched backward, snarling in her throat, but her eyes wouldn't meet Spider's own. She hissed and growled, eyes blazing with ferocity. Spider cocked his head at her, and warbled softly. Tiger shrunk farther down, bringing the diver with her.

Spider crooned, and raised his hand, Tiger flinched as if expecting to be hit. Instead, Spider pressed his palm, ever-so-softly to Tigers head, right between her ears. Tiger looked at him in surprise, obviously not expecting such a gentle gesture. Spider crooned again, and another arm grabbed the divers other good arm. Tiger looked down again, not happy with what Spider wanted, but obediently spat out the divers arm anyway.

The diver shouted in pain, blood flowing from the wound and puddling on the ground beneath him. Tiger sniffed at him, as if disgusted on how much he displayed his pain, before she sulked away. Spider gave her an appreciative nod as she left. She didn't say anything, but her tail did give a content swish. Spider then faced the diver, fully taking in the man's appearance. He was still dressed in his water suit, but his mask had been ripped off to reveal a cleanly shaven face, with eyes wide and blown out with fear. His injured arm hung limply from his body, still dripping with blood, and the diver tried to remain as still as possible.

Spider took one look at the man, then gave a long, dark, and low hiss. The sound made the diver gasp in fear and instinctively try to inch away from Spider. Satisfied that the man feared him, Spider inspected the wound a bit closer. The smell of blood filled the arachnid's senses in an overwhelming rush. Hmmm, his primal instincts purred and urged him to feed on this pathetic man. Spider inhaled deeply, taking in the stench again, his feeding compulsion going mad under his skin. It would be so easy, just sink his fangs in flesh, finally relieve some of the poisonous tension in aching fangs-and get a proper meal out of it too.

 _NO! DO NOT EAT HIM! DO NOT!_ The voice shouted. _He is a man! A person! You can't eat him! Drop him_! Spider huffed, he knew what this man was, and that didn't stop that hunger. There was only one way to stop that hunger. Spider's eyes glazed over, his mouth open, and lips curled back to display his gnarly fangs already dripping with poison. He inched closer to the man's exposed flesh; the blood was intoxicating and its delicious smell took over his brain till that was all that he could think about. So close…

 _STOP! He's a person! Don't you get it?! A human being! Like-like we once were!_ The voice was angry, bitter, and harsh, and Spider found himself pausing at its words. He was human once? He was once like this pathetic, wimpy man dangling before him? Spider felt disgusted with the thought, and stubbornly refused to believe that.

So why did he pull away? Maybe it was because of how angry the voice sounded, it had never gotten that harsh with Spider before. Or maybe it was because, deep down, Spider somehow knew the voice was right.

Either way, Spider growled harshly, but pulled his fangs away, fighting his hunger.

Spider just then noticed that the other Infected were looking at him in the upmost interest. They could tell that something was agitating and pulling on him, and it had something to do with this annoying human. He grunted at them, and they all sheepishly turned away. Spider looked back at the man; he inhaled the bloody scent once more, before putting the diver down and hurriedly wrapped the wounded arm in webs. It stopped the blood flow and the diver sighed a little in relief. But the scent was still there, the scent that told Spider that this was prey, and that he was supposed to eat it.

So Spider turned to Squirrel Girl and handed her the human. She looked at him wide-eyed, as her hands closed around the small frame. Spider grunted at her, and jutted his heard toward the exit. She chittered, but understood, and dragged the man away to put him somewhere secure. After grunting at the others too, they grudgingly followed at Squirrel Girl. Zabu lagged behind a bit though, rubbing and purring against Spider until the big cat was extra assured that Spider was fine, then followed them out.

Before Spider left though, he turned to the cameras still watching, his eyes narrowed dangerously and he flashed his fangs threateningly at them. Then he too left, following his pack.

Up in the tricarrier, everyone watched the screens with rapture. Nick Fury's hands clenched hard at the desk, his teeth grit in frustration. "Damn it!"

 **((LINE BREAK))**

"And Nick didn't tell us?!" Amadeus demanded, looking up from the papers he was inspecting in his hand. Similar papers and screens littered the rest of his bunk, and piled on the ground below. Amadeus had 'borrowed' a microscope from one of the labs, and as well as another sample of the gas to conduct his own research on.

Agent Venom paced in front of Amadeus, the rest of the teen heroes sat around, listening as Agent Venom just told them about the exploits of earlier that morning; something he overheard a few of the guards talking about. "Yeah he didn't!" Agent Venom growled. "I didn't get one notification last night! Not one!"

"So much for trusting us." Power-Man scoffed, crossing his arms sourly.

There was a murmur of agreement as they all fumed. Dagger sat up in her bunk, glaring into her hands as she willed sharp, dangerous looking daggers into her hands. Cloak wasn't too far away, his eyes burned and swirled aggressively, "I wonder what happened to notifying us if anything important happened."

Nova added from above: "Yeah, and whatever the frick happened last night definitely sounded important." He wasn't hovering in the air this time; instead he was lying face-up on his own bunk. Even Iron Fist, who had been doing some meditating in the corner, didn't seem as calm or Zen as he normally did. "This distrust will drive a wedge through our alliance with Fury." He commented. "Perhaps we should call him out on his dishonesty."

Kazar, who was next to him shrugged. "When I was living Savage Lands with Zabu, we lived freely with no adult hold on us. But ever since coming to S.H.I.E.L.D Academy, I have noticed that grown-ups tend to not listen when we're around. Why is this?" he sounded genuinely confused, and for a guy living on his own for so long, it was understandable.

"Because they think we're ' _just kids'_ and that we don't understand the ' _grown-up'_ talk they always do." Nova replied, emphasizing the 'just kids' and 'grown-up' statements in his words with a sneer.

"Though Kazar does have a point," Dagger noted, "Who's to say Director Fury won't slap an excuse at us, and say that: everything is under control. If we're being totally honest about all of this, then Fury won't give us the full-out truth like he promised." The others mulled over her words, noting the truth in them.

Power-Man leaned off his bunk toward Amadeus and said, "Hey Cho, do you think you could hack into the monitors and pull up this morning's footage? Dagger is right, and before Nick goes and seals all of this from us, I want to see it myself." Amadeus looks up from his papers again.

"In my sleep," he smirked. "Just give me a moment." He set down his papers and a few plugs exited his suit and plugged themselves in the wall. A holographic screen displayed Cho's progress as he flitted through S.H.I.E.L.D's mainframe. "Ah-ha!" he smiled a moment later, successfully pulling the video footage up.

Everyone huddled around Amadeus, mindful of his papers, and watched as the footage replayed itself. They watched the divers go in, then them fixing the door, the attack from Spider, the gas, the rest of the Infected coming to his aid, and lastly Spider looking straight at the camera, seemingly at them, and hissing before scuttling off. Once it was over, they all just sat there taking it all in.

They'll admit that it freaked them out. Spider didn't kill the diver; why? He certainly looked like he was about too, he almost looked…hungry. And that was freaky enough as it was. The way he poised his fangs over flesh, definitely looking ready to sink them in. But he didn't... so why? Something was unsettlingly different about Spider. The other Infected acted a bit different, they acted more rash and aggressive, but Spider... he observed, he watched, he evaluated, then he attacked. He had a weird, eccentric gleam in his black, beady eyes, an intelligent gleam that hinted that something more was going on than they fully realized.

What was going on in his head? Amadeus had watched with a most attentive gaze, his hand rubbing his chin in thought. "Why does Spidey act so differently than the others?" Dagger asked.

"I have a few ideas." Amadeus admitted. "I've noticed that the physical change of the Infected varies a lot. Most of the Infected had been growing at an exceptional rate, before stopping abruptly later on. Although Squirrel Girl continued growing, she is reaching the peak of her growth. Spider-Man, on the other hand, he's still growing."

"That's ironic," Agent Venom snickered. "Ya know, because Spiders are supposed to be small."

"Ironic indeed," Amadeus agreed, though he didn't seem to find as much humor in it as Agent Venom did. "Which leads to the question; Why is he still growing while the others have stopped, or are nearly finished?"

Power-Man looked at Amadeus expectantly, "And I suppose you've already come up with a brilliant idea to why this is?" he asked with a smirk. Amadeus smirked back, "Of course I have, they don't call me a genius for nothing!" Amadeus searched through his papers, shrugging off a few, before smiling triumphantly and grabbing a certain stack. He handed them out to the rest of the group.

"I hacked into Tony's research so I could see a basis of what he and the other scientists were coming up with-"

"Wait, wait, wait-you _hacked_ into Tony Stark's research?" Nova interrupted. He broke into a wide grin, "Dude, that is awesome!" Amadeus gave a sheepish smile, and scratched the back of his neck awkwardly. "Well, yeah. I mean, I did run in with a few problems with his A.I, uh-JARVIS, but he gave me a pass."

They all looked at him incredulously, "JARVIS _let_ you take a peek at Tony's research?" Power-Man gasped, mouth ajar. Amadeus nodded, "Um…yeah, I guess he did." He coughed awkwardly into his hand, "I mean, he almost told Tony about my prying but I managed to convince him not to."

Cloak smirked, "Man, you've got some skills."

"I know," Amadeus casually replied, "Anyway, after looking over the data, I found that they didn't have a reasonable explanation for this either. I was baffled for a while, but then I figured out that I was thinking too much on what was happening, instead of what happened."

They all gave him a look, "Say what?" Agent Venom asked.

Amadeus simply smiled, like he expected them to react that way. "Since I couldn't find anything about the effects by watching the data, or calculating what was going to happen in the future, I decided to look back instead. I went over the reports from when the gas was first released, to when Cloak teleported us all out-that's when I found something interesting. White Tiger, Zabu, Rhino, and Triton were all teleported out with the first group. Squirrel Girl was in the second group; Spider-Man was the last one Cloak teleported out." He looked at them excitedly, watching them like they were supposed to start clapping for something.

"Uh…and?" Nova prompted. Amadeus rolled his eyes, "Don't you see? Their growth rate depends on how much of the gas they breathed in. The first four stopped growing together, because they left the gas together. Squirrel Girl is growing more than them because she was part of the 2nd group to leave; and then Spider-Man is still growing because, out of all of us, he was the one to breathe in the most gas. It means that there are a lot of growth hormones weaved in the gas, and the more Spider-Man breathed it, the more hormones he got. Thus, he is growing at an exponential rate!" This time he was met with a murmur of approval.

Dagger whistled as her eyes skimmed over her paper, "You... are a genius." She told him. Amadeus smiled and puffed out his chest a little, "I know," he said smugly. Rolling their eyes, they all gave him back his papers, which he neatly stacked and put back into their designate spot.

As Iron Fist handed his paper back he asked, "Will you be telling Tony about your theories?" Amadeus blew out a little, nervously shuffling some of his papers and looked away from Iron Fist's questioning gaze.

"W-well…" he muttered. "I mean-I'm not 100% certain with any of this, there's still the odd chance I could be wrong... and well... maybe I should wait until I'm a bit more confident in my work." Iron Fist wanted to point out that Amadeus had been pretty confident in his data mere seconds ago. But then the genius added bitterly under his breath, "I mean, I'm just a 'child' anyway. So why would they take anything I say serious?"

Iron Fist nodded understandingly. It made sense that Amadeus would be nervous about poking new information at a fellow genius, especially when said genius was Tony Stark. Amadeus could be cocky and smug at times, but that didn't make any less of teenager. He felt intimidated. "It's okay to be nervous when confronting an older peer." Iron Fist told him wisely.

"Nervous?" Amadeus squeaked, before awkwardly clearly his throat and adding, "I'm not nervous to talk to Tony. I just…I want to be 100% correct with my research before I shove it all in their faces that I'm just as smart and capable at researching an unknown chemical, that's all." He didn't fool Iron Fist. Danny could easily use his Chi energy to figure out what Amadeus was truly feeling, but didn't because that could be an invasion of privacy. So he simply nodded, "If you say so," but Amadeus wouldn't look at him, because he knew Iron Fist didn't believe him.

The child genius stubbornly went back to reading through his data and scribbling down notes. He compared to a few papers taped to the wall, before leaning back down to examine a graph. The teens let him be; once he entered his 'super genius mode' there was nothing (besides himself) who could snap Amadeus out of it. They turned to talk to each other, "So are we going to call Fury out on his lie?" Agent Venom asked, clenching his fist.

"I say we do," Dagger agreed, "He promised we would get full access to the others; including facts in case anything important happened. I hate it when people don't keep their promises." She and Cloak glanced at each other, both thinking of their time with Taskmaster. Power-Man, Nova, and Iron Fist shared a look of doubt. They've been with S.H.I.E.L.D a while now, so they knew from experience that calling Nick out on his errors rarely did anything. He would usually narrow his eyes, give them a look that all but screamed that he was superior, and say in the flattest tone: _This ain't my first rodeo_.

Power-Man scratched the side of his neck uncomfortable, "I don't know if that's the best solution." He replied honestly. Cloak, Dagger, Kazar, and Agent Venom gave him a pointed look.

"I agree with Power-Man," Nova added, "It's not like confronting Director Fury will even do anything." Iron Fust nodded in agreement and piped in, "Take it from us, we're experienced when it comes to this."

The remaining New Warriors looked down glumly, "Yeah, okay." Agent Venom mumbled, laying his face on his hand. It was quiet in the dorm room. Everyone thought to themselves, some wondering what to do about their predicament, and some curious about what the Infected were currently up to. Before they could say or do anything though, the communicators came to life.

Nick Fury appeared on the screen, and for a moment all they all hoped that he would tell them some important news. But their hearts immediately dropped once he started talking; "All of you are to report to the training rooms. No arguments. Agent Coulson will be there to walk you through the exercise today, and will be the one to monitor and observe you." Nova resisted the urge to snap back: _Yeah, because Spidey won't be able to do it with us_ _anymore_. But it sounded childish, so he bit his tongue and forced himself to remain quiet. "Am I understood?" Nick Fury finished.

They all hesitated, glancing at one another to see if anyone was going to point out Nick Fury's latest contradiction. But, surprisingly, everyone remained silent. Nick Fury eyed them through the screen, "Am I understood?" he repeated. This time they all muttered a quick and quiet, "Yes Sir," before beeping out. They all remained planted on the floor for a few moments, before Dagger sighed loudly, "Well, let's go guys."

They all got to their feet before shuffling towards the door. Kazar stopped though, turning to Amadeus and asking, "Iron Spider, are you coming?" Amadeus looks up briefly, before shaking his head.

"No, I think I'll stay here and dig a little deeper into this chemical. Somehow... it looks familiar to me." He muttered, squinting at the chemical formula intrigued. Kazar wrinkled his nose; he didn't know much about modern medicines or chemicals. But he knew some, especially when Kraven and Taskmaster had kidnapped Zabu, knocking him out with tranquilizers. It was frightening, because they had never heard Kraven coming. Thankfully, Spider-Man and Wolverine had been there to help.

Kazar simply shrugged, and turned to leave. "Sorry Cho, but Nick Fury said all of us." Power-Man piped in. "He'll know if you skip out on it, especially with Coulson baby-sitting us." Amadeus groaned loudly, looking desperately at the graphs and formulas, before giving Power-Man a pleading look. "Sorry dude, its Fury's orders." Power-Man said.

Amadeus groaned again, but got up anyway. His face plate slid up to cover his disappointed frown as he followed the rest of his team out and toward the training rooms.

 **((LINE BREAK))**

It was during their 4th or 5th time repeating the exercise it happened. The teens were in the middle of fighting off a group of L.M.D's mimicking the looks of Batroc the Leaper, Electro, and Red Skull. Coulson watched from the side lines, pointing out their flaws and mistakes, and offering advice on how to take down the opponent.

It was different than with Spidey, the arachnid-themed hero was always in the exercise with them, getting beat up with them all while teaching them some basic ways to take down their enemy. They missed his slightly annoying pestering. But, thankfully, they were interrupted by the alarms going off and red lights flashing on. "Oh please tell me it's not another gas attack!" Agent Venom gasped, covering his head and scrunching down.

Everyone gave him a weird look, but otherwise didn't react much to his outburst. "Remain calm." Coulson told them before speaking into his ear piece. "Oh yes, because we're going to start panicking all over the place." Nova muttered under his breath.

Coulson looked back at them a moment later, "Come on, you're needed on deck."

"Why? What for?" Dagger asks.

"The Tricarrier is under attack."

 **There, done! Who do you guys think is attacking? I'll give you a hint: It's not our mystery villain, but it's still someone who can be affected by with the gas. (haha, have fun figuring it out!) Remember: It's NOT OUR MYSTERY VILLAIN! *continue***

 **Whoever guesses right first, then they can request a one-shot from this book, anything they want. They tell me what they want their one-shot to be about, and I'll write it (but it has to pertain to my Infected Universe)**

Also, shoutout to BossWooper, because she is officially my beta-reader for this fic. THANKS BOSSWOOPER!

 **Good luck guys! Hope you enjoyed!**


	17. Inside Tension

**Hey guys! Let me just say, you guys came up with some really good guesses! I'm impressed! You did really good, though for this contest I had two winners (1 from this site, and the other from AO3) and the winners are…..** ** _Hivedragon_** **and** ** _Silverheartlugia2000_** **. Congrats! You two were the first reviewers to guess correctly! Your prize is any kind of one-shot (pertaining to my Infected Universe) about anything and any of the characters you want. In your next review, tell me what you want your one-shot to be about, I'll write it, then post it on my Animal Instincts One-Shot book.**

 **Thanks to everyone who guessed! I will be doing more little contests like that in the future, so if you didn't win this one, just wait for another! I hope you guys enjoy this chapter!**

There was a loud boom, and the tricarrier tipped to the left for a horrifying moment. The teens and Coulson, who had been running to the location of the attack, stumbled and hit the wall. But they quickly recovered. "What is attacking?" Dagger asked, using the wall to keep herself from being thrown again as the tricarrier lurched once more.

Coulson ushered them to keep going, "No one got a visual yet, but we do know the attacker is using aerial assault, so we need you on standby, Nova and Iron Spider." Nearby Nova straightened up and nodded in confirmation, "Yes Sir." He said back with Amadeus. They hurried through the tricarrier, passing agents and guards. Booming and screeching sounds grew louder as they neared the top deck of the tricarrier.

"Whatever is causing this attack sounds familiar." Amadeus noted as they drew nearer. "I think it's-" but he was cut off by another screech and the tricarrier lurches again. Agent Venom, who was thrown near Amadeus, nodded in agreement, "Yeah, they do sound familiar. You don't think it's-" he answered as they all spilled on the top deck of the tricarrier. Sunlight poured over them and they winced slightly from the abrupt harsh light.

Something flashed through the air in a black streak, before there was another ear-splitting shriek then a small boom near the propellers holding the tricarrier in the air. Once the teens were grouped on the deck, the assailant stopped his attacks to get a good look at them. "Vulture." Amadeus affirmed.

But he didn't look good. Not at all. Vulture was sweating profusely, his hair matted and stuck together, his skin so pale that it seemed to shine in the sunlight. His wings were out, spread wide, but they jerked and twitched on their own accord from time to time. His eyes were fleeting and unfocused, and his pupils blown out wide, from where they stood the teens could hear his pained, laborious breathing. His talons looked sharper and his beak bigger. At seeing them, he screeched, sending a sonic blast their way.

The attack was unexpected and sent them all flying back. "What's wrong with him?" Agent Venom asked as he shot to his feet. Amadeus rolled to his feet, blasting into the air to get a better look at Vulture. He scanned him several times, but at seeing Vulture, Amadeus could say he already knew what happened. "Okay, this is bad, very bad." Amadeus announced, quickly backing away when Vulture turned to him with an angry grunt.

Vulture flapped his wings furiously as he sailed toward Amadeus. The Iron Spider went on full-throttle to dodge him, twisting around to dive back to the tricarrier deck. He landed with a thud, immediately addressing his teammates who were in their battles stances. "I think he's been infected." He told them solemnly.

They all paused for a second, "Say what?!" Cloak demanded.

"I think he's been infected by the same gas that Spider-Man and the others has been exposed to." Amadeus explained, "I don't know how, or why. But he's definitely showing the symptoms." If they learned anything over the course of these weeks, it was that having an Infected half-species on the loose was a very, VERY horrible thing. So yes, bad indeed.

Vulture swooped up in the air before diving back down toward them. Nova and Iron Spider took to the air, as the rest scattered below. Vulture screeched another sonic blast but the teens effectively dodged this one. Agent Venom rolled to the side before shooting a volley of missiles at Vulture, though another blast from the infected quickly extinguished them. Vulture swooped in and slashed at Agent Venom with his talons. Agent Venom barely thwipped to safety, but Vulture did manage to clip his shoulder.

He rubbed his wound, wincing a little as Vulture ascended higher in the sky. "Well, then how do you suppose we defeat him?" Agent Venom asked. Amadeus looked down in thought, but it was Kazar who came up with a suggestion. He raised his hand, as if hesitant to contribute his plan. "You have an idea?" Iron Fist asked, urging him to talk.

Kazar cleared his throat, "Um, I have fought many flying creatures in Savage Lands. One way to take them down was to take out their wings."

"But we can't hurt him; Spider-Man would definitely throw a fit if we did." Power-Man pointed out. No one wanted to mention how Spider-Man wasn't even here, nor would he be for a while.

Kazar shrugged, "We don't need to hurt him, just find a way to get him to land. Perhaps set a trap, and then keep him from taking to the skies again." Amadeus nodded, shaking a finger at Kazar he distractedly told him: "Yeah-yeah, you may be on to something. I think I have a plan." Vulture screeched overhead, drawing the teen heroes' attention back to him. "Well, you might want to hurry and tell us before Bird-Brain decides he doesn't like being ignored." Nova suggested impatiently.

Amadeus quickly told them the plan, when he was done they all split to do their designated part. Iron Spider and Nova flew up into the sky and toward Vulture. Iron Spider set his repulsors to stun while Nova concentrated his energy attacks, and the two attacked Vulture.

The bird half-species cried in disdain at them, his eyes brightening with fury. He screeched at them, shooting a sonic blast which the two teen heroes swerved to avoid. They started flying away, occasionally turning to aim another blast at him. Vulture didn't appreciate that much, and angrily chased them. Nova and Iron Spider tried to keep a healthy distance form Vulture, but the constant barrage of sonic attacks was proving to be increasingly difficult.

But soon they got the signal from Dagger and a flash of bright light, a sign that they were ready. Nova and Iron Spider steered their course toward Dagger, taking sharp turns around the structures on top of the tricarrier. Vulture flew after them, whipping around to make all the sharp turns. Up a head Agent Venom was ready, his job was to shoot a web right in front of Vulture, once Iron Spider and Nova flew past. Vulture would hit the tough cable and Agent Venom would use the moment of distraction to shoot another web over Vulture's eyes. It would send the half-species tumbling out of control, and he'd hit the deck (of not Amadeus, Nova, or Cloak would catch him). Once he hit the ground Dagger, Power-Man, Iron Fist, and Kazar would hold Vulture down. Agent Venom would cocoon Vulture in webs, then Iron Spider would deliver him a tranq, so that they could transport him into a cell; Nick Fury could decide what to do with him after that.

Unfortunately their plan didn't get a chance to be completed. Iron Spider and Nova flew past Agent Venom, but before Vulture could get any closer, there was a mechanical whine and a blast knocked Vulture away. "Whaa?" Agent Venom demanded, looking up from his hiding spot.

"Agh! No!" Iron Spider grumbled as Iron Man, Falcon, Captain America, Hawkeye, and Black Widow burst from the Tricarrier. Iron Man had been the one to shoot Vulture away. As the half-species regained control of his wings, Captain America swung his shield and knocked Vulture down again. "Stand back kids, we can handle it from here." The man out of time assured with a smile. But his smile wasn't returned.

Nova hovered him in front of him, "What do you guys think you're doing?!" he yelled. Captain America gave him a weird look, like that wasn't the answer he was expecting.

"We're saving your butt is what we're doing." Hawkeye snarkily replied, shooting an explosive arrow at Vulture. Amadeus clenched his fists in frustration, "No! We had it under control!" he insisted.

Hawkeye rolled his eyes, "Yeah, I'm sure you did." He scoffed and aimed a net arrow at Vulture. Vulture, on the other hand, somewhere in his Infected, insane mind decided that he had had enough. He veered sharply, dodged the net arrow, and dove for Hawkeye. -The archer yelped in surprise as Vulture seized his arm, talons digging deep into the flesh, and took off again with a dangling, screaming Hawkeye in tow.

Black Widow groaned from the tricarrier, "Hawkeye, why is it always you who gets into these situations?"

"AHHHHHHHGGGGGGGGGG!" came her reply. Black Widow ran toward Cap, who caught on and raised his shield. When Vulture passed overhead, Widow used Cap's shield as a spring, grabbed Vultures other foot, and swung herself on his back. She zapped Vulture with one of her venom blasts, causing Vulture to shriek and drop Hawkeye. Iron Man swooped down and caught the archer, before plopping him back on the tricarrier.

Agent Venom was behind Hawkeye with his arms crossed over his chest, "Man if that is you ' _handling'_ it, I'd hate to see you _'not handling'_ it." He said bluntly, with sarcasm dripping from his words. Hawkeye rolled his eyes and scoffed at Agent Venom. "He caught me off guard." The archer defended himself with a shrug of his shoulders.

"Whatever," Agent Venom retorted.

Nearby Amadeus waved for the teens to regroup, "Come on Agent Venom, there's no use reasoning with _them_." Agent Venom turned away from Hawkeye and ran toward his team, but stopped to look behind him and add, "Oh, and you scream like a girl!"

Hawkeye shouted after him, but Agent Venom ignored him with a chuckle. "I can't believe them!" Dagger muttered once they had grouped together. "We had him, and they just butted us out!"

"I respect the Avengers, but seriously! We may just be 'teenagers', but we can handle taking down one guy. ONE GUY!" Nova added, blowing out a puff of air. They all took a moment to glare at the Avengers as they worked on surrounding Vulture. The teens frowned, feeling both frustrated and neglected.

Amadeus watched the Avengers sourly, "Well, I'm not going to let them just push us out of a fight. We're going to bring down Vulture, who's with me?" They all raised their hand, Agent Venom adding an enthusiastic "YEAH!" and pumped his fist. They all turned their attention back to the battle. "We need a new plan." Amadeus muttered. They watched as Vulture swerved to dodge a blast from Iron Man, and sonically attacked a volley of arrows from Hawkeye.

If a light bulb could pop above Amadeus's head, one would've glowing bright and sinister. "Got it!"

 **((LINE BREAK))**

Nick Fury watched the Avengers fighting Vulture, satisfied with knowing the threat would be immobilized quickly. Vulture was showing clear signs of being infected by the gas; the same gas that was currently mutating the rest of his S.H.I.E.L.D Academy, and after a quick, brief scan as he flew by, it was pretty much confirmed. Somewhere, and somehow, Vulture had breathed in (or been injected with) the gas.

The person responsible for this was still at large, and continually attacking S.H.I.E.L.D. This threat needed to be annihilated quickly, before any more damage could be caused. While the Vulture problem was being solved, Nick Fury left the outside security cameras and turned to another problem: Spider and the other Infected.

Something was clearly up. For one, Spider didn't kill the diver (the man's name being Luke Ford), and while Nick was happy that he didn't lose another agent to the Infected, it still left him suspicious. Squirrel Girl put Luke in one of the training rooms, who was still looking freaked out (but confused), cradling his wounded arm with care. Squirrel Girl positioned herself at the other end of the room, and watched Luke intently, hissing at him whenever he moved.

Spider didn't visit the training room; in fact he seemed to be avoiding it completely. A few times Nick thought he might march in and finish what he started, but then he'd shake his head in irritation and stalk away. Spider was currently in the dorm again, reconstructing his web to make it more durable; though it looked like he was doing it more to distract himself. Spider was obviously having some internal conflict, he was growling and hissing lowly under his breath, before pausing for a moment for two, sometimes cocking his head to the side as if listening to something. This behavior wasn't exactly reassuring.

Either way though, Nick needed to come up with a plan to rescue Luke Ford, before Spider decided he didn't like having the extra mouth to feed-if he fed Luke at all! Nick sat down on a chair as he thought over his options. So obviously, Spider was smart, smarter than they originally anticipated. Sending in a team of agents to retrieve Luke probably wasn't the smartest course of action, maybe something more along the lines of technology-something that could be rebuilt if destroyed, something that could be a liability.

But Nick's thoughts over it were promptly interrupted by a loud bang and a cry of surprise from some of the guards outside in the hall. Nick was immediately on his feet, the gun that had been hidden in his trench coat in hand, as he stood ready in front of the doors. It was startlingly quiet for a minute- Nick raised his gun, finger poised over the trigger.

Suddenly, the doors burst open as a resounding shriek filled the room. The doors were blown off their hinges, and Vulture swooped in with a vociferous cry. Nick ducked behind his desk, gun in hand as he shouted into his ear piece, "Why is Vulture tearing up the Main Deck?" he demanded.

He was answered by a familiar whoosh as Iron Man flew in a moment later, followed by Amadeus and Nova, with the rest of heroes trailing on foot. Vulture was shrieking, and blowing up anything he could see with his sonic blasts, agents ran for cover from the sonic assaults, pulling out their own weapons for defense. "Sorry Fury," Tony said hovering near the Director, "Things got a little out of control outside." He not-so-discreetly shot a pointed look at the teen heroes.

"Hey, we almost got him! If you guys didn't get in our way!" Dagger exclaimed, aiming her light daggers to try and lure Vulture toward Agent Venom.

Nearby Hawkeye scoffed with a haughty roll of his eyes, "Got in _YOUR_ way?!" he demanded, shooting an explosive arrow near Vulture, sending the half-species away from Agent Venom and toward Captain America. "If I recall correctly, _YOU_ got in _OUR_ way." Hawkeye finished. Agent Venom made a noise of disagreement.

"We had a plan to bring Vulture down!" Amadeus pointed out, shooting Vulture away from Cap, and toward Cloak, who tried teleporting Vulture away from a few unsuspecting agents. But he was interrupted as Hulk interfered, plowing Vulture away while telling Cloak to get the others to safety. "I don't take orders from you!" Cloak hotly objected.

Iron Man shot a blast at Vulture, "Yeah if using me as a trampoline counts as a plan!" he pointed out vehemently.

"Or me as bait." Black Widow shouted, dodging one of Vulture talons and kicking the half-species into a wall. Nick noticed that she had an abnormal amount of webs in her hair, and hanging off her arms and legs. Amadeus shot some of his webs at Vulture to stop him from shouting another sonic attack. "Well, maybe we wouldn't have resorted to _that_ plan, if you guys hadn't shown up and interrupted the first one."

Vulture broke free of the webs covering his mouth, and sonically screeched at Amadeus and Tony, sending them into an unsuspecting Hulk, and the three tumbled into the wall. "We had everything under control." Captain America continued, throwing his shield at Vulture to interrupt the blow that was keeping Hulk, Tony, and Amadeus pinned.

The three got to their feet. "WE had everything under control!" Power-Man claimed, tackling Vulture from behind. Hulk grunted, "Under control? Please, you're just a bunch of kids! You were handling nothing." he ridiculed.

Iron Fist eyes narrowed dangerously, "You speak blindly," he said heatedly, "Perhaps we weren't in your way, but you were not where you belonged. You don't understand the fighting methods of Vulture, we are used to fighting him; you don't know what you're doing." The teens all 'oohed', it was a childish act, but it felt so good.

Agent Venom laughed, "Oh, Zen BURN!" he sang. Hulk growled angrily, and looked ready to charge them all. Vulture, on the other hand, had had enough of this. He slipped out of Power-Man's grip and fiercely flung the super-powered teen away. Then he swooped into the air, eying the heroes with so much ferocity that it was a wonder the heroes didn't spontaneously combust from his glare. Vulture inhaled deeply, "WATCH OUT!" Nick warned them, as Vulture let loose another sonic cry. This one was bigger, and much more powerful than all the other sonic screams, as Vulture poured everything he had into it. He flapped his wings vigorously, turning in circles so that it got all of the heroes. Most of them weren't able to duck for cover in time, and were aggressively pushed backward.

The cry lasted longer than the other ones too, but it slowly died down. Vulture wobbled back into the air looking extremely enervated from his attack, but the dangerous glow of his eyes didn't slack. He inhaled again, preparing another intense scream, but Nick was completely, 100%, totally NOT taking any more of this-from both Vulture AND the heroes. He took a deep breath, and rolled out of his hiding place. He stopped on his knees, took aim, and shot Vulture before the half-species even understood what was happening.

The bullet got Vulture in the wing, causing him to squawk loudly and tumble to the ground. Vulture hit a cluster of computers in the corner and didn't get up. He was too exhausted from both the pain and the fight. He lay on the ground, awake, but unmoving and quiet except for the heavy, agonized panting emanating from his chest, as a trickle of blood dribbled from his injured wing. Huffing in exasperation, Nick motioned for the guards to detain Vulture as he turned to face the heroes.

At seeing Nick's face, they all knew they were in DEEP trouble. Agent Venom and Hawkeye pointed at the other simultaneously while shouting, "They started it!" Nick breathed deeply through his nose, suppressing the tempting urge to shoot them all and get rid of this problem. "Tell me," he started slowly, "Why I could take down Vulture with one shot, while the 'Earth's Mightiest Heroes', and a group of powerful teenage heroes couldn't do it themselves? Hmm?" they all looked shamefully at their feet.

"That is unacceptable!" Nick shouted at them, "Unacceptable! You're lucky no one died, and any injuries that my agents have is all on YOU! All of you!" He pointed to the Avengers, "You are all adults, fully grown adults; so why are you acting like irresponsible amateurs? I expect you all to handle a situation like this with ease, and fix it as soon as possible. Had I known you would act like this, I would have never assembled you all in the first place." Then he turned to the teen heroes, shaking an angry finger at them. "And you. I am disappointed in your act. Acting so childish like that and endangering the lives of anyone caught in the crossfire. It's damn disgraceful! You want to help? You want to be heroes? Well then you're going to have to learn to act like it, and with that sort of behavior you're far off!"

"But Sir-"Power-Man started.

"Quiet." Fury snapped. "I don't want to hear your excuses." He looked them all over again and shook his head scornfully, "Spider-Man would have been very disappointed." The teens all cringed, and looked down abashed, feeling as though a sharp dagger was plunged into their chest.

It was a low blow on Nick's part, but it had to be said. What they did was unacceptable. Nick stood there for a moment, glaring at any of them that dared look in his eyes, before turning away. "Power-Man, take your team mates and go to your dorm. I don't want any of you leaving that room unless I say so. Go." The teens nodded, and shuffled out of the room.

"Tony, you take your team back to your tower. You can finish your-"

"Director Fury!" Amadeus interrupted from the far end of the room. Nick turned to snap at him, and abruptly stopped. Behind him, the Avengers all shifted into a defensive stance with their weapons out. Near the exit, the teens got in their battle-ready position. Nick brought out his gun.

They all watched as Doc Ock, followed by a number of the villains who were being kept on the tricarrier, casually walked into the room. Doc smirked at Fury, "Gentlemen," he chuckled amusedly, "I have a proposition for you."

 **Done! Remember Hivedragon, and Silverheartlugia2000, comment what you want you're one-shot to be about (unless I have contact you via Private Messaging)**

 **As to why Doc Ock and his villainous allies are sticking around S.H.I.E.L.D to talk to the heroes, well, that'll be explained next chapter. Though I'd love to hear all your thoughts on the matter!**

 **Hope you enjoyed my chapter! We have a lot of New Ultimate Warriors and Avenger clashing! Who's side are you on?! Until next time my lovelies! And please review! Most of you all really awesome and do that a lot, but reviews help me guys! Please just drop a comment below. Thanks!**

 **-OfficalUSMWriter out!**


	18. A Mole Inside SHEILD

**Hey guys, the beginning includes Doc Ock. Now I know in the newest episodes that Doc Ock got a major make-over, now bald, with a sunken face, and just really-ick! But in my fic, he still has his hair, and his regular, mechanical tentacles. Are we all in understanding? Yes? YAY! Then continue on!**

 **Look, I'm so sorry for the delay. I would have updated earlier, I really wanted too, but I have been so overloaded with work that I have had ZERO time to write. But I got sick of making you guys wait, made me feel guilty, so I quickly wrote this up for you guys.**

 **The one-shots for the winners are half way done. The first one, for Silverheartlugia2000, is posted in my Animal Instinct's One-Shot book, so please go check it out. And subscribe to it, all the one-shots there are pertaining to my Infected Universe, and will reveal clues as to who our villain is. Hivedragon, I'm working on your one-shot, and I'll try to get it done as soon as possible.**

 **For now, enjoy the update guys! This chapter is told the villains perspective-its pretty much their point of view.**

A few minutes before Vulture attacked the tricarrier...

Doctor Otto Octavius hung in his cell, the feeling of boredom itching at his skull. The binds holding him was sheet metal covering all of his body besides his head, it was meant to keep him constricted at all time, meaning that Octavius couldn't so much as twitch an arm. This position was extremely uncomfortable, but it was something he got used to over the months of being subjected to this cell.

Octavius might've been a genius scientists, but that didn't mean boredom didn't plague his mind like with any other person. He already went through the dozens of formulas and experiments he had waiting for him back in his lab, and while just hanging where he was, he came up with more solutions to his formulas and dozens of different experiments he could perform once he was free. While he was at it, he fancied many, MANY wonderful ideas of how to destroy that two-timing, upstart SPIDER-MAN! While experiments were fun, nothing would put a bigger smile on Octavius's face than imagining how long it would take for the infuriating arachnid to bleed out, or how long he would last if he was continuously electrocuted. Not to mention all the experiments Octavius could do on Spider-Man; figure out what made him so enhanced, finally see how his power worked beneath his skin – as well as the numerous blood samples he could use to conduct and research more on the venom symbiote. But while Octavius loved fancying about it, he figured the experiments would never happen.

Not because Spider-Man was as slippery as an eel and always managed to escape Octavius clutches, but because the longer Spider-Man remained alive the more chance he would stop Octavius and his scientific research. Personally torturing Spider-Man, hearing his agonized screams, oh that would be the best thing that could happen to Octavius! But the evil scientist figured that destroying Spider-Man immediately was the better option, just ending a continuous, probing problem once and for all. So he settled on calculating how long Spider-Man would stay alive due to his healing factor if Doc Ock slowly and painfully dissected him alive.

That was one of his favorites.

But his musing was interrupted by a loud boom, and the tricarrier, in which he was being held, violently tipped to the side. Some of Octavius's hair fell in his face, but it didn't bother him. Ock was used to his hair falling everywhere, so it didn't irk him. But he still blew it out of the way, looking curiously out of his cell. The guards outside stumbled, using the walls for support before hanging their guns on their shoulders and talking hurriedly into their communicators. One of the guards by Doc's cell left, leaving the other there alone.

A moment later there was another boom, and the tricarrier tipped once more. Suddenly, Octavius felt the binds around him loosen, then open, and he tumbled out and onto the ground. From where he fell he could see the cell doors swish open. The guard looked around frantically, shouting into his communicator, before he was suddenly silenced. Octavius lay there helpless – while it was great to have the binds off, his arms and legs were weak (which was why he relied solely on his mechanical 'arms') and thus restricted him to the floor.

He looked up for anything that could help his situation, but found nothing. However, a figure appeared outside his cell a moment later, and Octavius looked up to see Kraven the Hunter watching him with a glint of amusement. "Doctor Octavius," he greeted, accent thick in his words. "I suppose your freedom isn't as 'free' as one would think."

"Don't mock me Kraven," Octavius warned. "It will be a mistake that you'll greatly regret."

Kraven scoffed, "What? You'll make me into one of your _many_ failed experiments?" But nonetheless he didn't push Octavius any further. Said scientists squirmed uncomfortable on the floor, now irritated with being under another's scrutinizing gaze. "Don't just stand there you fool! Find me my arms!" Kraven gave Ock a weird look.

"Arms? You mean your tentacles?"

Octavius groaned in exasperation, and resisted the childish urge to roll his eyes, "Whatever," he snarled, "Just find them!" Kraven's eyes narrowed dangerously at Octavius's sharp tone, his lips rolled back to give a scathing retort, but was interrupted by a harsh, scraping sound. Kraven glanced back out into the hall, then his eyes widened a little and he stepped to the side, making room by the doorway.

A moment later Octavius's arms shot inside, slithering on the ground like snakes, shooting toward the scientists. All four mechanized tentacles found their respective place in their holders forged into Octavius's back. When feeling them twist and hook onto him once again, Octavius breathed a sigh of contentment and willed the tentacles to lift him up.

Feeling superior in both intellect and height once more, Ock clanked out of his cell feeling invigorated. All the cells within the prisoner holding block appeared to have been opened, and their inhabitants were hesitantly stepping out or peeking into the hallway to see the unconscious bodies of their guards. Electro, who had been held in a specially made cell, stretched himself large while crackling and popping, causing the lights in the hall to flicker. "What's going on?" he asked with a smile, feeling satisfied with being able to stretch himself out fully.

Near him Scorpion shrugged, "I don't know,"

The tricarrier boomed again.

"It sounds like S.H.I.E.L.D is under attack." He added dumbly. Octavius turned away from them, picking up one of the unconscious bodies of the guards and tearing their communicator and walkie-talkie from their uniforms. There was a voice talking into it, "- _Deck. Vulture is attacking the tricarrier's propellers. I need the Omega Squad up here; Guards, remain by your designated cells. I repeat, do NOT leave the cells. All villains must be accountable when the dilemma is corrected, watch for trou_ -" there was another explosion. The voice came back after crackling from static, " _The Avengers arrived on scene, they're engaging Vulture with the New Warriors and Ultimates. Omega Squad, you remain for back-up, do not engage unless given orders_." Octavius threw the body down again and walked down the hall with the communicators still in hand.

The rest of the villains watched him with inquisitive expressions, "Where are you going?" Kraven called after him. "The exit is that way," the hunter pointed in the opposite direction, where the S.H.I.E.L.D emergency pods were stored. Octavius turned enough to give them all a look of annoyance. "S.H.I.E.L.D is being attacked, Nick Fury has no idea that we're loose, and you all want to just leave?" he demanded.

"Uh, yes." Electro deadpanned.

Octavius sneered and turned away, "I suppose minds as insignificant as yours would think so simply. But while you all waste an opportunity, I'm going to rid myself of an enemy." He started clanking away again, adding over his shoulder, "I only thought you might want to attack S.H.I.E.L.D while it's at a disadvantage."

The remaining villains thought over what he said, finding a point in it.

Kraven thought hard for a moment while Electro hovered a little further in Octavius's direction. "So, uh... what are you guys going to do?" he asked, addressing everyone else. They all shrugged, looking wistfully toward the exit, before looking curiously towards where Doc Ock had disappeared.

"He has a point." Kraven grunted. He looked down at the unconscious guard, before coming to a decision and leaning down and taking the gun strapped to the guard's belt. He took any other weapon and the communicator from the guard, and followed Octavius. Electro glanced at Scorpion and Shocker, both of whom simply shrugged and went after Kraven. Electro fizzed and popped for a second as he looked back to the direction of the emergency pods, but then there was another boom and curiosity got the best of him.

"Fine," he grumbled and shot after them.

Up ahead, Doctor Octopus carefully made his way through the tricarrier. There was, surprisingly, very few guards out – it was weird. And kind of suspicious. But honestly, Octavius wasn't complaining. The communicator he had would occasionally come to life, giving a few details about the battle. Doc Ock heard footsteps behind him, and he smiled "I see you've taken my advice." He smirked, turning to watch the other villains approach.

Shocker shrugged, "Yeah, whatever. What's your plan Octavius?"

Doc Ock smirked and continued on his way, "I was thinking about releasing any other prisoners Fury has held in here, who weren't as... 'lucky' as us to be set free." Electro popped up next to Ock, giving the scientist a quizzical look, "Why would you do that?" he asked.

"As a distraction, to buy us more time." Doc answered simply.

Scorpion frowned, "A distraction for what?" he asked. Octavius didn't answer him right away, moving further along the corridors, obviously looking for something. "There was an incident in S.H.I.E.L.D." Doc finally says, "In case none of you heard about it, news travels surprisingly fast through the guards. Apparently, someone attacked that ridiculous S.H.I.E.L.D Academy, and a few of Fury's precious heroes were affected. I heard there were a few... changes... I'm curious as to what happened."

Scorpion, Shocker, and Electro stopped abruptly. "You mean that the only reason we're still on the tricarrier, is because you want to find out what happened to Fury's lackeys?!" Scorpion growled, fists clenching angrily by his side. Octavius shrugged, "Yes." He answered carelessly, not even sparing Scorpion a look.

"But first," Ock added before Scorpion could angrily interfere, "We've got to find your weapons. It's better to be prepared before going for information. I just need to locate S.H.I.E.L.D's storage units – here!" the scientists exclaimed, spotting the door.

Shocker inspected the door, noting the heavy duty lock and passcode pad. "Good job, you found the door." He deadpanned. "Now what, genius?" Doc Ock examined the door, mechanical tentacles hovering over the passcode. But before he could do anything, the storage unit door suddenly slid open and the villains stilled immediately. But they breathed out in relief when Beetle came out, just reassembling the last of his armor over his body. "Beetle," Doc greeted, "I see you have been released as well."

Beetle didn't like talk, so he simply nodded as he twisted on his glove gauntlet. Beetle stepped aside, obviously understanding that they needed to get to the weapons and armor that S.H.I.E.L.D confiscated. As the other villains stepped in, Beetle gave his head a questioning tilt at Octavius as if to say: _What are you still doing here?_

"I assume you heard about the attack at S.H.I.E.L.D Academy, yes?" Octavius asks, Beetle nodded, "I'm just curious as to what happened, it seemed like a big deal with how much the guard were yapping on about it." Beetle nodded once more, this time in understanding.

Octavius glanced inside the storage units where the villains were just finished fishing out their costumes and putting their regular outfits on. Kraven was the first to come out; he had his shoulder guards on, with the brown, skintight t-shirt, covered by his animal skin vest. He had his cargo pants on with several knifes concealed within his combat boots and hidden compartments in his pants. He just finished strapping his doubled-ended spear to his back when he addressed Octavius and Beetle. "So what's the plan?" he grunted. "Do we just walk in for information, or do you actually have an idea for this Octavius?"

Ock glared at him, "Now that Beetle is here, if he wishes, Beetle," Octavius bobbed his head toward said mercenary to signify that he was addressing him, "Can hack into S.H.I.E.L.D from here. I can get my information on the Academy, and we might also find other info that could come in handy."

The villains all listened, nodding in understanding, but most were in doubt. "But what if we get caught again?" Scorpion demanded. "We have our weapons; why not get out of here while we have the chance?" Electro and Shocker nodded in agreement. Octavius gave them a sardonic look, and sighed in vexation. "S.H.I.E.L.D has no idea we're free," he started slowly. "If we can attack them while their backs are turned, we might be able to get rid of a common enemy."

"Didn't you say the same thing about Spider-Man?" Kraven questioned. "With the Sinister Six?" Octavius immediately turned to Kraven with a wild sneer, the scientist's blood boiled at mention of the annoying, wall-crawling menace.

"Spider-Man is a pest that must be exterminated." Octavius snapped. "Have no doubts, Kraven, that he will get what's coming to him. If you hadn't noticed, S.H.I.E.L.D is one of the imprudent arachnid's biggest allies and supporters, if we can crush it, we can crush him as well. You are not needed for this Kraven, if you want, you can leave. Your assistance in the matter is not necessary." Octavius turned away and clanked further down the hall.

The remaining villains looked at Kraven for his reaction; the hunter scowled at Octavius's back, his fingers inching toward his knifes. Kraven glowered at the villains looking at him once he noticed them, before begrudgingly following the scientists. Shocker and Electro gave each other a small, muddled look; they glanced at Beetle and Scorpion too. Beetle shrugged and trailed behind Octavius and Kraven.

Electro sighed, feeling slightly befuddled by everything. "Ugh, I must be crazy." he groaned, but still followed the group of villains as well.

Octavius made his way through the tricarrier, looking out for the security room. As he walked Octavius noticed the cameras (the obvious ones) and how they were slack and dead. Someone cut the cameras...

Beetle noticed too, and nudged Kraven, gesturing towards them. Kraven's eyes narrowed, his eyes flitting over all the inactive devices, "What is going on?" he asked, to no one in particular. Beetle peeked behind a bend in the hallway where the corridor forked, and glanced at the cameras in both halls. The hall to the left had a dead camera, whereas the one on the right had a fully functional camera. Octavius followed his example.

"It seems we have some assistance here within S.H.I.E.L.D." Octavius smirked. He turned to the hallway with the dead camera. Shocker looked at Ock in surprise. "Assistance? You mean there's like... a mole in S.H.I.E.L.D?"

"It makes sense," Octavius replied over his shoulder. "How else could we escape our cells, or gain access to our weaponry? Someone is obviously aiding us, now come on, we're wasting time." They continued through the tricarrier, following the trail of dead cameras, the battle with Vulture still ringing around outside. Scorpion fidgeted uncomfortable with every bang or boom that radiated outside the tricarrier, he didn't like being cooped up like this. "How do we know if this 'mole' is even on our side?" Scorpion demanded, crossing his arms with paranoid agitation.

The other villains turned on him with unamused expressions, "Don't be ridiculous," Kraven scoffed. "Why would someone unleash us from our cells, and then stab us in back?" Scorpion shrugged jerkily, looking incredible nervous "I-I don't know," he admitted. "But this just doesn't seem quite right. I think-"

"I'm afraid I don't care what you think." Octavius interjected as he stopped in front of a door. Scorpion halted in his tracks, glaring fiercely at Ock. "Hey, you can't talk to me that way!" Scorpion hissed at him. Octavius grunted at him in reply, his back still turned.

Scorpion looked ready to stab Octavius with his tail, "I'll have you know-" he started, but was interrupted as the door they had stopped in front of opened. The villains ignored Scorpion and went inside the security room, and were surprised to find the guards (consisting of 5 agents) already lying, unmoving, on the ground, some with puddles of blood pooling around them. Kraven checked the pulse of the one closest to him, "Dead," he announced after a moment.

They'd all seen dead people before; the villains caused most of the deaths they have seen, so the sight of the lifeless agents didn't startle them too much. It was more of that fact that someone within S.H.I.E.L.D had done this that really surprised them. Octavius spared the dead agents a glance, before ignoring them and walking toward the security cameras. Sure enough all the cameras that had led the villains here were blank due to being disabled. Octavius mused silently to himself, he could certainly get used to this little 'spy' within S.H.I.E.L.D – It certainly made things a whole lot easier.

"Beetle," Octavius said, addressing the mercenary. "Can you hack into S.H.I.E.L.D's mainframe and bring up the video feed from the Academy?"

Beetle nodded, and Octavius moved aside as the mercenary walked past and started typing into the screens. Electro glowered slightly at Octavius, "Why don't you just hack into it?" he asked.

"I don't need to answer to you." Octavius snapped back, growing increasingly irritated with their lack of faith in him, and his brain.

Shocker nodded with Electro, "Yeah, why don't you do it? You probably could."

Octavius sneered at the both of them, "Probably? Of course I could you imbecile. But Beetle can accomplish it faster; while my intellect is higher, I am more skilled in the fields of science and technology advances. Hacking, and decoding I can do, but it would take me longer that Beetle." Electro and Shocker thought over his words, before slowly nodding in understanding. Octavius shook his head in annoyance, while the other villains annoyed him, he figured they all had some sort of use. Besides, in case they were caught, Octavius could always use them as a distraction.

It didn't take long for Beetle to successfully pull up the video footage currently being streamed from the Academy. Beetle examined the video feed, his eyes widening drastically under his armor. He snapped his fingers to grab Octavius's attention, and once he had it, jabbed a finger pointedly at the screens. Octavius leaned forward, examining the screens with greedy intent.

He was surprised at what he saw, but couldn't help the bubble of laughter that burst from his throat. "Oh, that is wonderful." He cackled. "The arachnid DID get what was coming to him." The remaining villains quickly huddled around camera screens.

"Whoa, what happened?" Shocker asked while gaping at the screens. It showed all of the Infected, who were spread throughout the Academy. Rhino and his looming size were in one of the corridors, sharpening his horn on one of the walls. Triton was in the S.H.I.E.L.D showers, contently splashing around in the water. White Tiger was lying in one of the training rooms, trying to lick a (appearing to be) fresh wound. Same with Zabu, who was a bit further away from Tiger, but still trying to lick a wound that also appeared to be recent. Then they spotted Spider, who was in the dorms, lying on his web but watching a camera there intently, Squirrel Girl was by him, chattering fast and non-stop like she was conversing about something really important, and too hyped up on sugar. Spider would grunt and nod occasionally to whatever she said. The villains also noticed a man, a regular human man, who was in the far end of one of the training rooms, scrunched up in a corner, while Tiger watched him (when she wasn't trying to lick her pained injury).

Octavius laughed again, 100% pure glee ransacking his body. Oh this was sweet, so very sweet. Octavius didn't need to fantasize about getting revenge on Spider-Man, not when said arachnid was transformed into _that_. It was a dream-come true! "Oh, this is wonderful," Octavius said, he examined the screens with more interest. "But how did it happen?" he questioned himself. The scientist inside him hummed ecstatically at being faced with an entirely new equation. Octavius was thrilled to attempt to figure out how this happened; maybe he could duplicate it, and turn it into something he could control.

His genius brain started whipping up questions off the wazoo: If he managed to get a sample of Spider-Man's new DNA, what kind of symbiote would sprout from it? Could a symbiote even spawn from this changed DNA? What side effects on the body came with these changes? Did they gain any more abilities? To Ock, the possibilities seemed endless. "That must have been some score to settle with S.H.I.E.L.D." Shocker commented, whistling lowly as he gazed at all the screens.

"Indeed," Octavius replied with a smirk. He needed to get closer to this situation, analyze, observe – he needed to experiment with this. His inner scientist was just yearning to figure out how the Infected had changed, and how they could further be enhanced. Octavius glanced at Kraven, who was rubbing his mustache thoughtfully with a hunter's gleam in his eyes. He was analyzing each and every one of the Infected, mentally coming up with possible weaknesses and calculating what types of behavior they would have. "It is quite intriguing." He murmured, looking pleased with what he was saying. "They look like good prey." He added.

But their moment of observation was interrupted by a sound coming from the hall. Immediately, all the villains had turned to face whatever was coming their way, weapons ready and poised. Then suddenly, Sandman and (surprisingly) Taskmaster came into view, both with their own weapons ready. Well, Taskmaster had a gun and daggers with him. Sandman just created a giant hammer out of his hand. But at seeing each other, both parties relaxed slightly.

"Taskmaster, what are you doing here?" Kraven questioned. "You were not in S.H.I.E.L.D custody." Taskmaster eased up his position a little, but didn't put his weapons away. "My presence here is of no concern to you." Taskmaster answered coolly. Next to him Sandman muttered an indignant, "Yeah!" and nodded with Taskmaster.

Octavius nodded to greet Taskmaster, "I take it you're here to look up the attack on S.H.I.E.L.D Academy as well?" he guessed. Taskmaster was quiet for a moment, before he slowly, but swiftly sheathed his dagger and put his gun in its respected holster. "You're correct." Taskmaster confessed. "I got a tip about it; figured it might be something worth looking into."

Octavius moved out of the way so he wasn't blocking the screens and motioned to them. "Have a look." He said. Taskmaster shook his head, "I have already seen the footage," he told Ock. Octavius gave a pointed look at the dead guards, "I take it you were already here."

Taskmaster shook his head again, "No, the guards were already immobilized before I got here. Someone else was responsible for _them_." He kicked the shoe of the guard next to him lazily. Octavius skeptically observed Taskmaster for a moment, before coming to a conclusion. He smiled, "I see," he answered. "Well, since we all came here for the same thing, I suggest a plan."

Electro almost groaned, "A plan?" he questioned. "No offense Doc, but your plans aren't always the best."

"How is that not offensive?" Shocker commented to Sandman in a hushed whisper. Hearing them, Electro quickly added, "I mean, they're great plans and all, but – well, they don't usually work." Octavius scowled threateningly at Electro, two of his tentacles snapping menacingly beside him.

"Well, Electro," Octavius growled. " _This_ plan will benefit us all. Unless you have your own idea on how to deal with this fortunate situation, that doesn't involve us just running for the exit. We need to take full advantage of these circumstances."

"And what is, exactly, these circumstances?" Sandman asked as Electro fidgeted uncomfortably.

Octavius smiled darkly, "A chance to bring S.H.I.E.L.D to its knees." He replied. Octavius gestured to the Infected on the screens, "This is the opportunity we have been waiting for. Haven't you noticed how focused Fury and his band of righteous do-gooders have been on this?" He pointed to each of the Infected. "They've been so concentrated on them, that they don't even know that we're out of our cells. Imagine what we could do." The villains all thought for a minute, thinking about the havoc they could inflict while S.H.I.E.L.D had its back turned.

Finally Kraven growled out, "I hate to admit it, but Octavius has a point." He turned to the others. "This is an opportunity that should not be wasted." Octavius smirked at Kraven's words, and looked at the other expectantly. Scorpion rubbed his chin thoughtfully, "Wellllll…" he drawled out. "I suppose it makes sense."

Taskmaster crossed his arms, "Let's see about this plan," he said. "Then we'll talk."

Octavius stood in front of them, not being able to help the sinister smile on his face. "Well then," he started. "My plan is to help the heroes-" he barely got that out before the others were objecting loudly.

"There is no way!"

"Have you lost it-!?"

"Help them? Help them!?"

"Did I hear that right?"

"Bad plans! What did I say?! Bad plans!"

"Not happening."

Octavius slammed one of his tentacles so hard into the ground that the floor rippled and broke in response. "Let me finish." Octavius snapped at them. "We won't be actually helping them. That's our cover." He explained. The villains glared at him, still appalled at Ock for suggesting such a thing. But they didn't say anything, and Kraven gave him a curt nod to continue. "Now I, for one, would like to get closer to this situation. And if we're to break down S.H.I.E.L.D we'll need to be as close as possible. I'm a scientist, I excel in bioengineering and cross-genetic mutation, and based on what I've heard, S.H.I.E.L.D has no idea on what's happening. But I might be able to help them, and they know it too. We all could be of use to them one way or another, Kraven, you're an exceptional Hunter. If the Infected were to break free, who better to hunt them down?"

Kraven smiled darkly, "I would like that very much." He approved, taking a knife out and playing with it. Octavius hummed in agreement.

"And you, Taskmaster, you know some about this kind of science. You could be resourceful in containing the mutated heroes too." Octavius continued.

Taskmaster leaned against the doorway, "Flattery will not bribe my assistance." He deadpanned at Octavius. "But I do see your point."

"Beetle, Shocker, Sandman, Scorpion, you could all be useful as people to distract or distribute to the heroes. Electro, your clean, sustaining energy could help fuel their machines. We all have something that can benefit the heroes – they're just too prideful to admit it."

The villains shifted in impatience, "Okay, we all could possible help in this situation; so what?" Scorpion demanded. "What's your point Ock?" Octavius glanced at the security screens, one of which displayed the Avengers, teen heroes, and Nick Fury currently in battle with Vulture on the Main Deck. They appeared to be in a heated argument, all while trading attacks with their flying enemy. "My point," Octavius finally answered. "Is that this is a way we can get close. The heroes are in a tight spot, they need help, and if we can make this completely known to them, they'll have no choice but to recruit us to their... 'cause'."

Sandman shook his head and waved his hands in a 'hold up' gesture. "Even if those goodie-two-shoes realize they need our help, why would they trust us? How do we know that right when we reveal ourselves, they won't break out the guns and just lock us in a cell again?"

"Because," Octavius smirked, "Heroes are known to be overly trusting. We've all seen that from Spider-Man, yes?" Octavius gave a pointed look at Sandman, who looked down at his feet and refused to meet anyone's eyes. "The Avengers, those delinquent heroes, they are all too gullible. Once one of their own faces death, or worse," he smiled evilly at that, "then they do whatever it takes to save them. Even if they have to side with us; once again, Spider-Man had been an excellent example of this." Ock took a moment to recall the time he and Spider-Man had 'teamed-up'. It was when the Goblin had infiltrated S.H.I.E.L.D, unleashed the Venom symbiote, and taken over the Helicarrier. Spider-Man set Octavius free, had given him his arms, so that together they could come up with a cure. Spider-Man was... an excellent lab assistant, Doc would admit, but he ended up betraying him all the same. Spider-Man was willing to team up with Octavius to rid the Helicarrier of Venom, all to save his comrades and Nick Fury.

Heroes would do anything to keep those they loved safe.

Perhaps that was why Octavius was so obsessed with finding out Spider-Man's secret identity. With that information, the hero would be completely at his mercy. Something that Octavius had longed for, for such a long time.

Octavius shifted his focus back to the conversation at hand. The other villains still seemed hesitant about this; siding with those righteous scouts just wasn't their thing. Shocker shifted uncomfortably, "I don't know about this." He stated uncertainly. "This-…this seems a bit too extreme." Scorpion murmured in agreement.

Rolling his eyes, Octavius noticed the heroes' fight on the monitors was coming to an end. "Well make up your minds quickly, cause we're running out of time." He snapped. The villains all thought frantically, each weighing their options and coming up with their decisions. Finally, Kraven went and moved to stand next to Octavius. "I am with him." He stated. "What's the worst that can happen? We get thrown back in prison? Nothing that we haven't faced before."

Taskmaster nodded with Kraven, "Very well, I'll follow along with this." He decided. Sandman thought for a moment as well, "Okay," he finally said. "I'm in, I'm done being locked up by S.H.I.E.L.D, it's time to bring them down."

"I'm in." Scorpion said.

"So am I." Electro piped up.

Shocker sighed wearily, but nodded, "Okay, I'm in."

Octavius smiled happily at them. "Excellent." He murmured.

 ** _PAGE BREAK_**

The villains scoured through the halls, finding their way toward the Main Deck. They spent so much time in the tricarrier that it wasn't surprising that they found it. As they approached they heard the last of Nick Fury's conversation ringing from the room. "-and go to your dorm. I don't want any of you leaving that room unless I say so. Go." Shuffling could be heard moving from the room towards the villains in the hall.

The doors swished open, and the teen heroes came face to face with the villains. The ones with their faces bare had their mouths open in astonishment, before they snapped out of their stupor and shifted into a defensive stance. "Director Fury!" Iron Spider yelled.

The villains walked forward, forcing the teens to go back until they were all in the room again. Nick Fury, who had had his back turned, whirled around to snap at Amadeus, before abruptly stopping. The Director brought out his gun while the Avengers behind him shifted into defense, hoisting their weapons up.

Octavius smiled brightly at them, feeling giddy like a school-girl. He couldn't suppress a chuckle from all of their surprised faces, "Gentlemen," he started. "I have a proposition for you."

 **Hey guys, hopes you liked it. I'm sorry if the villains are a bit OOC, but I tried so you get what you get. I know this doesn't reveal much *sly smile* but I wanted to include how the villains got out, and how they decided to go to the heroes.**

 **So, there is a mole in S.H.I.E.L.D? Who is it? Any ideas? Tell me in your comments.**

 **Once again, so sorry about the delay. After this week, I can update more often. So, stay strong my viewers!**


	19. Deal?

**Hey peeps. Firstly…I'm SORRY! Be assured that I am NOT giving up on this story in the slightest. I have been working a story for a writing contest (the deadline ended on Sunday) and it was just time consuming for me. But I'm here, I'm back, and I will continue with my updates as usual. I'm just so sorry for keeping you guys waiting for so long. Please forgive me…**

 **Secondly, raise your hand if you watched the new episode "The New Sinister Six Part 1" on Sunday *raises hand* Now raise your other hand if it completely killed you and your emotions *raises other hand***

 ***Deep breathing* Seriously! That episode sliced and diced my feels so bad, that I couldn't even-I was just, so emotionally strung out. I don't want to spoil anyone (for those of you who haven't seen it yet) but I have absolutely NO ONE to ralk to about this and its KILLING ME!**

 **Okay, I just got to say one thing, really loud. Its is a spoiler, so those of you who don't want it just scroll down really fast with your eyes shut. I'm giving you 5 seconds. 1…2…3…4…5….**

 **: SCARLET (BEN) SPIDER YOU BACK-STABBING, HYDRA SERVING SCUM, LYING LITTLE WELP OF ALL THAT IS BAD (AND FIEND WHO BROKE SPIDEY'S FRAGILE LITTLE HEART, AND SOON AUNT MAY'S TOO! (*I loved Scarlet Spider so much, *still kind of do* but after what he did. Oh, the betrayal is so real right now, I CAN FEEL IT PAID AND** ** _FULL_** **! *deep breathing***

 **I'm okay…I'm not okay…why am I so emotionally impacted right now? *sigh* Oh well, here's your guys chapter. I hope you enjoy.**

 ** _Previously on Animal Instincts: Infected Humanity: The villains walked forward, causing the teens to go back until they were all in the room again. Nick Fury, who had his back turned, whirled around to snap at Amadeus, before abruptly stopping. The Director brought out his gun, while the Avengers behind him shifted into defense, hoisting their weapons up._**

 ** _Octavius smiled brightly at them, feeling giddy like a school-girl. He couldn't suppress a chuckle from all of their surprised faces, "Gentlemen," he started. "I have a proposition for you."_**

"What are the prisoners doing out of their cells?" Nick Fury hissed into his comm, eyes (and gun) never leaving the amused look of the villains in front of him. All he heard as static buzzing back at him. "Do you read me? I repeat: What are the prisoners doing out of their cells?"

Octavius raised the walkie talkie he stole from his prison guard, "Sorry Fury, I'm afraid no one can hear you." He said into it, the words replaying into Nick's ear communicator. Nick scowled, his gaze unwavering and not amused. "How did you get out of your cell?" he demanded.

Octavius tossed the walkie talkie to the side carelessly, and clanked toward the grouped heroes. "Don't come any closer Doctor Octopus." Captain America ordered, using his commander voice that left most doing what he said. Octavius, on the other hand, regarded him with amused surprise.

"Why, if it isn't Captain America." He sighed mockingly. "I didn't think you knew about small-time 'villains' like us." Cap stared stoically back at the deranged doctor. "I read your file. You're a lunatic who needs to be put behind bars."

Ock chuckled at Cap, "Technically," he smirked. "My S.H.I.E.L.D cell is composed of an artificial energy component that is designed to keep me within the cells premises, thus it doesn't really have 'bars'." Captain America stared blankly at Ock, probably not used to being rebuked like that.

Hawkeye had one of his arrows trained on Kraven, but he rolled his eyes. "Jeez, when did the bad guys get so snarky. I mean, its nice sometimes to have a proper partner to banter with. But once you start breaking out all the science stuff, it really just dials down the fun."

"Dials down the fun, or your simple mind just can't understand common elementary phrases." Octavius retorted. "Hey!" Hawkeye shouted in disapproval, once he figured he was being insulted, and trailed his arrow on Ock. "That is just rude." Amadeus glared at Hawkeye and Octavius through his visor, "Enough! What you want Ock?!"

Octavius looked at Nick Fury, "Why, all we want to do is offer you our services." Behind him the groups of convicts all chuckled and shoulder their weapons, offering the heroes a (reassuring) smirk. The heroes all froze for a moment, either observing the felons for tricks or staring at them in shock. "Say what?" Agent Venom demanded.

"Oh no, no, no." Nova exclaimed above them, his glow bright but menacing. "There is no way!"

Octavius ignored them both and continued, "I know of Spider-Man and his fellow animal based friends 'predicament', might I say that it is intriguing. I'm offering my skills on genetics to help you figure out what caused this."

"Yeah right," Powerman spoke up within the group. "And I'm the Hulk." Nearby the Hulk sniffed and glared at him. "Uh, no offense." The invulnerable teen added quickly. Hulk merely grunted back.

Dagger stood next to t Powerman, "I agree," she stated, two light daggers forming in her hands. "Since when do you want to help Spider-Man?" Octavius looked at them with bored expressions, like their petty existence was of no importance to him. "Its is not a matter of helping, but more of a matter of science." was all he told them.

"I'm gonna have to agree with the rug-rats on this one," Tony said, earning a glare from ever teen in the room. "This situation seems unlikely. What do you really want Doctor Octopus; that is a horrible name by the way." Octavius shrugged at the billionaire, "Well I certainly didn't choose it. If I recall correctly it was that insipid arachnid that started it all; frankly I'm surprised it's even in my file."

Tony couldn't help but nod in slight agreement.

Nick Fury shushed Tony's endorsement with a single look, before addressing Ock again. "I have my best scientists working on this case, why do you think I need you."

"We shouldn't even be discussing this. Ock cannot be-" Amadeus started. But Octavius abruptly interrupted, "I've majored in the field of genetics. If you can recall Fury, I even turned one of your scientists into a Lizard using a genetically consummated serum of a reptile's gene. Just from looking at your infected lapdogs, I can tell this is just another form of genetics. I'm a valuable asset needed if you want to cure them." He stated factually.

Nick Fury didn't say anything, his face didn't betray whether he agreed or disagreed with the scientist, so Octavius continued. "Besides, all of us are of value if you want to save them. If the infected keep mutating as they do, and they most likely will, then its only a matter of time for one to step out of line or escape. Kraven can track them down and incapacitate them if ever the situation comes to that." By him Kraven smirked and played with one of his knifes.

"Scorpion and Beetle can both be of assistance to Kraven as well; Scorpion with his abilities and Beetle with his skill of tracking his targets down." Scorpion smiled wider, his tail flicking pointedly. Beetle has his arms crossed and looked like he could care less about being there.

"If you need to fight your way into, or out of, the Academy, Taskmaster, Sandman, and Shocker can handle that. And as for Electro," at the mention of his name, the super powered man puffed out his chest. "Can fuel your machines with free, clean energy. Not to mention he can travel through the circuits in the Academy if you need someone to go inside the Academy. All of can be of value to you."

Cloak scoffed, "Like we're going to team up with you." He looked straight at Taskmaster, "Don't trust anyone, right?" Taskmaster made a noise of amusement; he had his hands clasped behind his back but also near one of his gun – in case he needed.

Nick Fury was still quiet, thinking over what Ock said. The Avengers were, oddly, silent as well; some occasionally glancing at Nick to see his reaction. Finally, FINALLY, after several minutes of tearing silence, Nick Fury dropped his gun down a centimeter. "And what's in it for you and your gang of misfits?" Nick asked. "Certainly you're not aiding us out of the kindness of your hearts."

Octavius nodded, "True." He said. "All we ask in return is a pass on the crimes we committed."

"No." was Nick Fury's immediate reply. Nearby Hawkeye snorted, as if the very idea was cause for laughter. "Pass on their crimes?" he snickered. "What do they think this is? We don't look away from murder."

"I've never murdered anyone." Octavius remarked.

"Yeah but I'm sure your pals Taskmaster, Kraven, and Beetle can't say the same." Hawkeye bobbed his arrow in the three named villains direction. They didn't deny his statement, but didn't look as if they cared too much about it either. "This is a once in a lifetime offer Fury," Octavius said, "I advise you to think hard about it."

Kazar took a step forward, "You heard the Director," he snarled. "We don't accept your help." Nick Fury raised a calming hand toward Kazar, a signal to step down. Kazar stopped growling at Taskmaster, and reluctantly backed away, glaring at all the convicts as he did. "Now," Nick started. "I won't give you a pass on your crimes, because I'm not obligated – nor do I want to – do that. But, you do have a valuable point Octavius. Perhaps we can settle an agreement."

"What!" Amadeus shrieked. "We're actually going to listen to what they have to say."

"Dude, this cannot be happening!" Power-Man cried.

"Not cool." Agent Venom added.

"I can't believe this!" Dagger shouted.

"QUIET!" Nick snapped. "This isn't my most favored option either, but desperate times call for desperate measures. Octavius does have the mind to help solve whatever the hell is screwing with my heroes; while I don't like this decision, it must be done." Then Nick turned back to Ock. "Okay Octavius, you have 5 minutes to come up with an alternative agreement or the deal is off for good." Nick glanced at his wrist communicator. "Your time starts now."

Behind Ock Taskmaster stepped forward and whispered something at the scientists. Octavius turned to him abruptly and whispered something back, before smiling and motioning himself in front of the heroes once again. "Very well, how about time off our punishment. We each get 25 years off our sentence in your prison." It seemed fair, seeing how almost all of the villains had life sentences. So that would make it 55 years locked up in a cell.

"20 years." Nick bargained.

"Done." Octavius smirked. "As of now, we are all under a truce." Slowly the Avengers put down their weapons, they were still tense, but the villains made no move to attack. The teens, however, were looking at them in disbelief, still bared in a defensive position and ready to attack. "I'm not working with them." Amadeus says.

"While both groups benefit each other, I can't help but feel as though we will regret this." Iron Fist, suprinsgly, spoke up. "I agree with Amadeus, this does not fit right with him."

"Agreed." Nova exclaimed.

Nick regarded them with an intense eye, "Well then, it's a good thing you have no say in the matter. All of you report to your dorms, Coulson will assign you some exercises within the hour." The teens gaped at him in shock. So that was it? They got no choice?

Nova grit his teeth in annoyance, "Ugh, I can't believe you all!"

"Hey, once you get in the Big Leagues, then you've got to make big boy decisions like this." Ironman said sharply, turning to Nova with a twist. "You've just got to deal with it." Nova glared at Tony, his blue aura intensifying. "Well you've never fought these guys; you're too busy chasing Ultron or Red Skull around." Nova snapped back.

Tony's fists clenched tightly by his side, "You little-"

"Pipe down, both of you." Black Widow scolded darkly. The two heroes glared at each other once more before obediently turning away. Neither wanted to face the wrath of Natasha. Nick Fury faced the teens, "Sorry if you're not on board with our operation, but I'm afraid this is our best option. All of you head to your dorms, you'll receive further instructions from Coulson."

A flurry of disagreement rose up from the teens, but it was quickly shushed by a stern look from Nick Fury. Then, like little kids being sent to their room, they exited the room grumbling harshly under their breath with clenched fists. Once they left Nick addressed the villains, "Now, if this truce is going to work out, we're going to need to go over some ground rules."

 **Okay, done. Not a very big update, but I did update – like, all of my stories, so that should at least make up for it. Ugh, I still can't get over that last episode! It seriously KILLED me, I was just – AW! I don't even know!**

 ***sigh* Well, I'm going to slowly get back in the swing of things, bare with me.**

 **Also, I was thinking of starting a one-shot book for just random one-shots. I saw a lot of good spidery prompts from Melancholy Sunshine one-shot book that she said I could use. So, YAY! I'll probable be doing that, and I'll probably take suggestions for it to.**

 **As for this chapter, it's a reluctant truce. The teens are not happy, but why would they be? I mean, they all fought these guys, they have a right to be a bit more hesitant than the Avengers. Nonetheless, I hope you guys enjoyed! ^.^**

 **Anyhow, as a sorry for not updating for a while, I updated all of the following stories: Animal Instincts: Infected Humanity (this book), Set in Stone, Animal Instincts: One-shot's for Book 1, and a new story: Being There for You (USM One-shot book), yes it's a new one-shot book, but it's for regular one-shot book, and I take requests!**

 **-OfficialUSMWriter**


	20. Is This Our Culprit?

It had been a few days since the 'truce' between the villains and heroes – and nobody had slipped up... yet. The teens had constantly been keeping a watchful eye on all of the villains and never let them alone in a room.

Amadeus kept to the security screens almost constantly, all while trying to find a cure.

The rest of the teens moved throughout the Tricarrier, moving in groups and watching the villains for one wrong move. The Avengers and agents did too, but the teens were taking it to a whole new level. They didn't care if they were noticeable, they wanted the cons to know that they were in hero territory now, and that they'd better watch their step. Or don't and get kicked out, honestly the teens weren't that picky about it.

The New Ultimate Warriors were making it perfectly clear to the villains that they weren't wanted, and couldn't care less if they left. Who cared if Doctor Octopus majored in genetics! Who cared if Kraven could keep the Infected under control! Who freaking fracking gave a freaking frack about any of that?!

These villains could not be trusted, and that was all the teens cared about. All of them had a bone to pick with Spider-Man, and would rather watch him rot than help him. It was too suspicious. The Avengers didn't realize, it was understandable that they were stressed, and sure Nick Fury needed all the help he could get. But this was different.

It wasn't right. Not this time.

Currently, Amadeus was chemically altering the molecules of the infectious chemicals, to figure out what other things it could do, to perhaps find something that could reverse the effects. But so far, he was getting nothing.

His math checked out perfectly, Amadeus knew everything there was to know about science and mutagens – but there was just. One. Freaking. Chemical! Just one that was ruining it all, and left his mind boggling. ARGH! He hated it.

He didn't have his suit on at the moment; Amadeus had felt oddly confined in the suit for a bit, and decided to take a break. Currently, all Cho was wearing was some sweatpants and a slightly dirty black t-shirt – he almost looked like a normal kid, if not for the science goggles anointed on his head and the expensive equipment scattered among one of the desks from the classrooms.

Sighing tiredly, Amadeus ran a hand through his messy black hair. What was he missing? What was he missing, dammit! His brain felt tired, after endlessly pouring over notes and formulas. Maybe if Amadeus just took a quick nap then he could... but immediately the child genius felt guilty. How could he think of resting while his team was suffering down in the Academy?

 _But you still need to sleep;, you are human after all_ , a voice chided in his head. _Unfortunately_ , Amadeus thought afterward. Oh how much more he could do if he wasn't completely human. Amadeus knew for a fact that super powered people usually had more energy than regular people...

But then again it usually takes a lot to keep their energy up.

So it had its pros and cons... still though...

Oh well, what was Amadeus supposed to do? Inject himself with a half-cooked cocktail of chemicals and radiation in hopes of enhancing himself? Oh no, Amadeus was no Goblin, or Octavius – he's seen the effects, and wanted no part of that, thank you very much.

Maybe... one quick nap though... Amadeus HAD done his part for a while. Or maybe he'd just rest his head... for just... a few... minutes... Suddenly, Amadeus was snoring contently across the desk, his cheek pressed up and supported by his two arms as he sat hunched on top of his stool.

Papers were scattered randomly, a few poking at Amadeus's hand, but it was no bother. All the child genius could do was sleep off his weariness.

But, unbeknownst to him, after several minutes of peace, someone entered the classroom and slowly crept up on him. The figure peered around the desk, studying Amadeus to see if he was asleep, before probing around the papers. The figure was careful to move Amadeus's research, not hurting a thing, as eyes ghosted over the sloppily written notes.

The intruder rubbed their chin thoughtfully, nodding in understanding with Cho's work. Then, silently and carefully, took a few important papers and brought out a device to take a picture with. But at that moment, the intruder accidentally bumped a container of gas samples (the ones Amadeus were mostly successful on) and it splattered on the ground.

Amadeus awoke with a start, head jerking up as he blinked the remains of sleep from his eyes. "What the-" he started, before noticing the mess on the ground, and his scattered papers. Cho heard something behind him and whirled around, just in time to see the door close as someone ran from the room.

"HEY!" Amadeus shouted. He bolted from his seat, grabbing his armor backpack on the way, and followed in pursuit of the intruder. The armor protectively encased him, and Amadeus burst out of the room and into the hallway, only to find it empty. There were no signs of anyone being there other than himself.

Looking left and right, and scanning the room multiples times, Cho cursed when nothing came up. He hovered anxiously in the hall a moment more, before cursing again and hurrying back into the classroom. The genius crouched next to the splattered chemicals all swirling together on the floor.

It was ruined. All of it messed up, and in no way useable. Those had been the samples of the liquefied gas that he had the MOST progress on; and now they were gone, trashed, mixed into a useless mess of molecules and atoms. "No, NO!" Amadeus shouted, slamming his fist into the floor in fury.

Angrily, Cho pushed himself onto his feet and scoured his desk and immediately noticed his missing papers. The ones that held most of his important research, Amadeus ran both of his hands over his head in rage. He wanted to tear his hair out right now, but his armor frustratingly restricted him from doing so.

"I can't believe this!" Amadeus yelled, slamming his fist into the desk, causing it to jump. "AGH! I CANNOT BELIEVE THIS!" someone actually stole his research, and then trashed his work! Of all the low-lying scum of the Earth!

Pacing furiously across the floor, Amadeus brought up his communicator, tapping into the ones connected to the rest of his teammates. "Guys, we have a major situation." Amadeus growled into the comm.

 ** _LINE BREAK_**

"Are you kidding me?" Powerman demanded. They were all in the classroom with Amadeus, encircled around his occupied desk.

Amadeus stood with his arms crossed angrily over his chest. "No," he replied. "Someone STOLE my research, and then – oh, and THEN they ruined the samples of gas that had the most likely chance of a cure."

"Who would commit such an act of treason?" Kazar demanded with clenched fists.

"I have eight suspects." Iron Fist says, his fists glowing with power, not looking as Zen as he normally would – which was a sign that someone really screwed up this time.

Up above, Nova's aura was glowing intensely, "Got that right. Ock, Kraven, Scorpion, Sandman, Beetle, Electro, Taskmaster, and Shocker!" he listed spitefully. "The little pimps! I knew we couldn't trust them!"

"Well, did you at least see what the person looked like?" Cloak asked. "Anything?" Amadeus shook his head sorrowfully. "I fell asleep," he admitted. "The intruder knocked over my samples and ran; he was already out the door by the time I was fully awake."

They all seethed in silence. Dagger looked up at the cameras in the room, "Did you check the security feed?" she asked.

Amadeus nodded, "Of course; that was one of the first things I did. But," Cho paused as he clenched his fist and breathed deeply through his nose. "But the video feed is in a loop. So it's already been tampered with."

"Agh, so just like with the Academy?" Agent Venom demanded. "We have nothing that can help us and no idea who did it?!" the symbiote thrummed in agitation. No one needed to answer, because they already knew the answer. Though there was one thing that was sticking with Amadeus, something Agent Venom said: _so just like with the Academy_?

Amadeus bit his lip in thought as he subconsciously started pacing. "Wait..." he muttered, before shaking a finger at Agent Venom. "Wait, wait, wait! It's just like with the Academy!"

"Uh, yeah, that's what I said." Agent Venom deadpanned, while the others were looking at Cho curiously. Amadeus turned to them with a wide smile, "But don't you see?" he excitedly. "It's EXACTLY like the Academy. The way the video feed was looped, then cut. It's exactly the same!"

Iron Fist's eyes widened in understanding, "You mean..." he trailed off thinking. Amadeus nodded eagerly, "Yeah, which means that whoever just stole my notes was also the one who cut the video feed from the Academy, and was probably the same person who gassed us too!" slowly the others started to understand.

"Well, I kind of see where you're going with this." Nova said uncertainly. "But what does it have to do with what's going on now?"

"It means that the person who gassed the Academy is HERE, in the Tricarrier." Amadeus revealed with a smile, his trashed research momentarily forgotten. "And who do we have here on the Tricarrier that are definite suspects?"

It was all coming together. "The villains." Kazar said. "But they were already our suspects before."

"I know," Amadeus said. "But now I'm certain. Besides, most of the villains were being held in S.H.I.E.L.D custody, all of them, but one."

Dagger gasped, "Taskmaster!" she exclaimed. Amadeus nodded in confirmation, they may have just found their culprit. "Whoa…" Powerman whispered, he put his head in his hands, looking incredible angry and ready to hunt down Taskmaster through the Tricarrier and punch him into nonexistence. But he stiffened up after a moment and addressed them all, "We've got to tell someone." He said. "Like Nick Fury."

They all started toward the exit, but Nova stopped them by blocking the door. "Wait," he said. "How do you know they'll even believe us?" the others shifted uncomfortably, shrugging their shoulders. "Come on, we already know they think of us as nothing but annoying kids. Do you really think they'll believe it if we claim we solved the mystery?"

Some muttered in hesitant agreement. "They haven't taken us serious on any other occasion." Kazar agreed, licking his lips anxiously.

"You do have a point Nova, you too Kazar." Amadeus admitted. "Besides, they're going to ask for proof, like solid evidence to our claim. So far we've got nothing but a hunch, and if we let Taskmaster know that we're on to him then he's going to start being extra careful with cleaning up his act."

"But we can't keep this to ourselves either." Cloak objected. "If we tell Fury, then he can keep an eye on Taskmaster too." Dagger and Powerman nodded in agreement.

Nodding as well, Amadeus started pacing again as he thought. Telling Fury could be helpful, especially with him being the 'eye in the sky' around the Tricarrier, but it was no secret that he'd been treating them all like children. Ever since Spider-Man turned feral, he's been regarding them like annoying puppies biting at his heels. He could always say that they were all acting childish with their hunch, blinded by over-bearing emotions and grudges.

But on the other hand, he might figure that they wouldn't just make up something that could jeopardize finding a cure. Maybe they were just be a bunch of teenagers, but there was a reason they were students at S.H.I.E.L.D Academy; they had what it takes to save lives. Certainly Fury would believe the same.

Amadeus just wasn't sure – a feeling he was getting increasingly acquainted with – but they needed to do SOMETHING. There was no way he was letting Taskmaster get away with this. "Okay, how about this," Amadeus started. "We'll tell Black Widow, so far she's the only adult that has been straight with us in this, I think we can trust her. Besides, she's a super spy, and can definitely keep a close watch on Taskmaster. The rest of us, we'll observe too, gather evidence and do our own investigation."

"We're going to still be watching the other villains, right?" Agent Venom piped up after raising his hand, as if he was interrupting a lecture.

"Definitely," Amadeus agreed. "Taskmaster might be our prime suspect, but I still don't trust the others; especially Ock. Something is going on here, and it involves our teammates, so let's be heroes – as Spider-Man would want us to be – and save our friends."

An excited chorus of "YEAH!" and fist bumps followed. "I'm gonna go to the labs to keep an eye on Ock," Danny said. "Would anyone care to join?"

"I will." Powerman volunteered. Danny smiled and the two left. "We should probably stay inconspicuous as well." Amadeus added after them. "Be casual."

"Bro, I'm nothing but casual." Powerman laughed. Rolling his eyes, Amadeus turned to the others, "We need someone watching Kraven, Scorpion, Beetle, and Electro – especially Electro, I'm not feeling too hot on the idea of having a guy who can short-circuit the entire Tricarrier into dropping out of the sky, just wandering around the halls."

"On it!" Agent Venom, Nova, Kazar and Dagger said.

It was only Cloak left. "You wanna go watch the monitors, someone needs to make sure the Infected are doing okay." Cho suggested. He shrugged and nodded, "Sure. But what are you going to work on?" Cloak asked. Amadeus sighed in return, and faced the mess of glass, papers, and chemicals at his feet. "I guess I'm on clean-up." He muttered.

Cloak left as Amadeus begrudgingly rummaged through the small storage closet in the room for a mop.

 **LINE BREAK**

Settling down in the chair, Cloak faced the monitors, his eyes sweeping over all of his friends. Triton had taken a break from the showers and was currently snuggling in a pile of blankets he found in the dorms. He scratched and tore them gleefully, before cuddling deep within them, looking completely at ease.

Tiger and Zabu had gotten over their grudge against one another and were playing an intense game of tag (with teeth and claws). They ran through the Academy halls while yipping and shouting ecstatically, taking sharp turns and zipping around bends They almost ran into Squirrel Girl, who was busy looking for shiny things to hoard in the kitchen cabinets she claimed.

Squirrel Girl shrieked in surprise as the two cats zipped around her, nearly trampling her tail. She scurried up the wall, before chittering angrily at them from above, her tail bristled in annoyance. She huffed once more, before carefully crawling back down the wall, and picked up the shiny nuts and bolts she managed to cleverly disassemble from common kitchen appliances.

Rhino was in one of the training rooms watching the hostage Agent; he was lying on his stomach, lazily rubbing his horn against the wall. It wasn't enough to cause gouges, but enough to emanate a shrill whistle sound from the metal wall. With each shriek of horn on metal the Agent would flinch back, cradling his injured arm to his stomach.

Rhino thought of him as a fun game, and whenever the Agent would flinch, he'd grumble humorously and his tail would thump happily against the wall as he did it again.

Lastly, Spider had mutated some more, and FINALLY looked close to the peak of his growth. He was a little taller, looking to be about to Hulk's shoulder if they stood side by side. A pair of spider pinchers has grown from the corners of Spider's mouth, which he used to hold his food steady as he devoured it. Another odd quirk that Spider gained was a weird ' _purring_ ' sound he made.

It was a deep purr that would resonate from far within his chest and throat, but it was smooth and rich sounding. Spider was found to have this ability when Triton had freaked when all of the sea water drained out of the shipment pad. The fish-mutant had hissed and looked so sad and solemn; no one would have been surprised if he started crying.

At sensing the distress of one of his pack members, Spider has gently swept Triton into his strong arms (like a little baby) and held him soothingly as the deep purring started. It had startled Triton at first, but eventual it proved to ease the tension and sadness – like the comforting voice of a mother to her child.

When Triton was dubbed content again, Spider let him go with a happy cooing sound. Now, Spider would often be seen purring next to Zabu and White Tiger as they took their evening 'cat nap', or purring with Squirrel Girl as they searched for shiny things together through the halls. Spider even purred when he and Rhino played a game of 'Who's Stronger?' (Both we're pretty well matched), which consisted of pushing and knocking each other over playfully.

It was almost cute how much the Infected interacted and played together, like one big, mutated, freakish looking family that could (and would) tear your limb from limb and drink your blood because it tasted weird, then play tug-a-war with your body. But, cute nonetheless.

But no one was sure why Spider purred. Cloak certainly wasn't aware of any spiders that could purr like a cat. "The Wolf Spider." Someone suddenly spoke up from behind Cloak, as if reading his mind.

The teen whirled around to face Kraven. The hunter gave him a smirk, "The Wolf Spider," he repeated. "It is known to purr when with a mate or a potential mate."

Cloak didn't even try to suppress his glare. "Spidey isn't mating with anyone." He dully told the older man.

"I'm aware," Kraven deadpanned. "The purr certainly isn't sexual; the spider's body language contradicts any sexual matters as well. The purr is meant just as a way to comfort his pack when in distress."

"And how do you know this?" Cloak demanded.

Kraven smirked again, looking amused, as if Cloak was the most adorable little thing in the world. "I have studied many species of spider, even more so after fighting Spider-Man," he said the name partially with disgust. But also partially with a determined challenging tone; Kraven watched Spider with a keen eye, resembling that of a competitor sizing up a trophy greedily.

Yeah, like Cloak was going to let that happen. "Evolution." Kraven continued after a moment. "It's spider instincts haven't singled out any possible mates, due to all the other breeds it's associating with. But it still has the purring, used to call or calm mates. Since breeding isn't an option, it now uses it as a calming sound for its pack. Which should be impossible." Kraven mused to himself for a moment, not even looking at Cloak anymore.

Cloak couldn't think of anything to say, what was he supposed to say? But that didn't mean he approved the way Kraven was watching Spider, like a predator watching its prey. Cloak stood protectively in front of the monitors, cutting Kraven's view of the Infected off.

Snapping out of his predatory state, Kraven grinned wolfishly "Evolution," he repeated in amusement. "It's amazing what it can accomplish." The Hunter turned and left the monitors and Cloak. The teen watched him go, partially with disgust, and partially with ashamed wonder.

Kraven might've be a sadistic, hunting crazed lunatic, but Cloak had to admit that he knew his animals. Cloak wasn't sure if that was a good thing. Shaking his head, he sat back down in his seat. He watched as Spider stopped weaving his webs to investigate one of the cameras again, tapping at the lens till it looked ready to break.

But nothing interesting was really happening, nothing worth mentioning. Cloak was close to dozing off, when his communicator lit to life. "Cloak, head to the briefing rooms." Iron Fist said. "Fury called a meeting."

"On my way." Cloak said back. He looked once more at the monitors, before teleporting out of the room.


	21. Little Spider

**This is a real quick chapter focusing on the Infected and how their doing in the Academy. I know a lot of you have been requesting to see them again, so here it is! I hope you enjoy!**

Spider watched intrigued as the small, gangly creature crawled skittishly across his palm and between his talons. Its long legs gracefully made its way through the furry digits, only hesitating for just a fraction of a second before it was on the move once more. He was so enthralled with it, Spider forgot about the 'camera' he had been inspecting earlier.

 _I can believe this,_ the voice in Spiders head – Peter – he's come to know it as, scoffed. _I can never seem to attract any girls, but when it comes to actual spiders, I'm a freaking magnet._

As the tiny arachnid drew closer to the end of Spider's palm, the giant spider mutant quickly and gently, brought up his other hand so it could smoothly continue its journey through the soft, but prickly, fur. Spider wasn't sure why the voice – er, Peter – didn't like this tiny creature, it was so small and delicate, but swift and graceful; the predator as it hunted for its prey.

 _It's a Daddy Longleg! No, it's a BABY Daddy Longleg spider!_ Peter chided. _There is nothing predatory about it!_

Which was why it needed to be protected! Spider could tell this was just a baby; it was so tiny and fragile, just the smallest flick of his talon could leave it-no! Spider refused to think of such a thing. All alone, just wondering on its own confused; kind of like how Spider was when he woke up strapped down.

 _Oh, stop sympathizing with it._ Peter scolded; Spider could feel Peter move around within his sub-consciousness. _Just leave the little guy alone, your probable scaring it anyway._ The little spider didn't act scared, it seemed perfectly happy scouring Spider's talons.

Spider cooed affectionately when the baby spider tapped its legs pointedly on Spider's talon, as if wanting to keep the mutant arachnids attention fixated on it. _Aww…that_ _ **was**_ _kind of-NO!_ Peter grumbled sourly, Spider could sense his agitation. _No, no, no I am not bonding with a spider! No! No! No! It's bad enough that we're attracting spiders up the wazoo, we are NOT adopting them too. You hear me, 'Monster Me'? We already have our friends-_

Pack, Spider hummed in his head as he played with the little daddy longlegs.

 _-ugh, Pack, whatever. The point is we already have to care and watch them, we're not adding regular spiders to the mix as well._

Spider hissed and bared his fangs at Peter, even though the voice was nothing but in his head. His sudden spark of aggression startled the little spider, causing it to back skittishly away, arching up its front legs threateningly. Immedianly Spider stopped hissing and cooed soothingly at the little spider until it was no longer feeling intimidated.

Peter was not going to decide what Spider did and did not do. Spider had been looking through Peter's memories, gathering every inch of information he could find. So far, from observing and communing with the rest of his pack, Spider figured out that they all had, had little voices in their head too, but theirs all went away eventually.

So why wasn't Peter going away?

While Spider enjoyed the extra information (it enthralled him actually, he was learning so much about the little home him and his pack have. The hard walls and ceiling, the mysterious food, with Peter's memories to guide him, Spider was slowly beginning to figure it all out). But even so, Peter got REALLY annoying; to the point Spider wanted to just bash his head into the wall to shut him up.

But he'd have to deal with Peter, for now.

Spider cooed and hummed at the little spider – what had Peter called it? – a Daddy Longleg? Peter chuckled softly, _a Daddy Longlegs,_ he mused sadly. _How ironic._

Ignoring Peter, Spider carefully gathered little spider and placed it on his shoulder, the one at the very top near Spider's head. Once there, Little Spider (which is what Spider decided to call it) – _No! IF YOU NAME IT! YOU START GETTING ATTACHED TO IT! –_ crawled up Spiders head and situated its tiny body on his forehead.

 _Stop! We're not adopting it! Put it back where it came from!_

Spider huffed and started crawling down the hall, toward his Nest. He passed Squirrel Girl, who was picking up some shiny bolts on the floor, and could hear Tiger and Zabu playing farther down the halls. Spider gave Squirrel Girl a soft grunt of acknowledgment, picking up a bolt near his feet and giving it to her, before continuing on his way.

All the while Peter was shouting angrily in his head, demanding the Spider leave Little Spider back in the lonely corner he found it. But how could he? Little Spider looked so alone; there was no way Spider was just going to leave it there.

Soon enough, Spider was at his Nest. It was a room (a _dorm room_ Peter called it), very big and spacious, it was quite nice. Spider had spent hours and hours crafting his Nest to perfection, and it was looking really good. Spider had spun a giant, sturdy (but comfortable) web that stretched across the whole room. The silky thread was spun into tunnels, woven in delicate patterns, and sculpted beautifully around the walls, ceiling and floor.

To some it looked like a giant, spaghetti mess of soft strands, but to Spider it was a well-organized, beautiful creation of safety, and comfort. Spider and Peter were both admiring the web, neither could say that it wasn't done masterfully. It really was quite the wonder.

But after a moment of silent awe, Spider snapped out of it and carefully made his way across the strands. He maneuvered around the web till he was positioned in the center. Then carefully, as careful as Spider could manage, he took Little Spider into his cupped hands and softly settled it onto the web.

 _Congratulations Little Spider,_ Peter says dryly. _You've officially become one of 'Monster Me's' obsessions. Welcome to the family._

Little Spider crawled curiously along the web, Spider thrummed encouragingly, feeling deeply pleased with himself. _Oh my gosh, you are such a sap._ Peter comments.

Spider looks up and around his web, humming louder as he sees all the spiders walking among the web. All of them Spider found throughout the Academy, surprisingly there had been a lot of hide-away arachnids. Spider cooed with pride when he saw a couple of spiders creating their own webs between strands of his own.

Spider watched them for a while, warbling happily when some of the spiders crawled up on his giant arms, just nestling and settling down in the fur. When Spider concentrated, sometimes he could hear their soft voices whispering.

 _Food._

 _Web._

 _Safe._

 _Protector._

 _Food._

 _Hunt._

 _Protector._

 _Web._

 _Safe._

Spider bristled in contentment, thriving in the feel of being needed. He was their protector, he was his Pack's protector, and he was the protector of their home. His Pack knew it, these tiny spiders knew it, even Peter knew it. But…

Spider looked up at the 'camera' (something he heard and saw in Peter's memories) and couldn't stop himself from hissing lowly at it. He didn't like these cameras, despised them in fact. According to Peter, these things were used to watch them. Watched by what? Spider wasn't sure, but he figured that whoever was 'watching them' had sent the person who was being guarded by Rhino.

 _Don't worry about it._ Peter tried to reassure. _Nic-er, whoever is 'watching us', I'm sure they mean no harm._

No harm? Yet the prisoner had done something, and attacked Spider, leaving the arachnid unconscious. The people Spider had first woke up to, shot and attacked Spider; with lots of weird lights and pointy things. If they meant 'no harm', then why did every instinct of Spider's tell him to fight and kill them?

 _Look, I know it sounds bad. But they ARE really trying to help us. You can't just go around and kill them all, that's-that's just horrible. Just be patient and you'll see._ Peter tried to convince. Spider huffed with a scoff, the only thing that stopped him from killing the low-life human is because Peter insisted that he be kept alive.

And Peter sounded REALLY persistent about it, a lot more than usual, so Spider decided to listen. He was starting to doubt why…

But Spider just forgot about it, for now. His Pack was safe and content at the moment, all the spiders crawling along the webs sent soft and soothing vibrations back toward Spider. Closing his many eyes, Spider positioned himself comfortable on the web and let himself drift off into a light sleep.

 ** _LINE BREAK_**

Spider awoke abruptly to the sound of shrieking and a loud boom that radiated throughout his home. He was up immedianly, all the spiders around him scuttled up and away, to the top of the web and in the nooks and crannies of the room for safety. There was another boom and Spider jumped down from his web.

He could hear the rest of his Pack bellowing throughout the halls, also wondering what was going on. Spider roared loudly back at them, strong and steady as not to send them all into a panic.

Then, lightning fast, Spider ran along the walls, floor and ceiling, making his way toward the disruption by following the noise and vibrations echoing around him. Suddenly, Spider heard another hair-raising shriek – it wasn't from his Pack, but sounded monstrous and beastly.

Soon after the shriek, there was another boom.

Spider quickened his speed, zipping past doors and around bends until finally he came upon the commotion. He hissed and bared his fangs at what he saw.

It was a group of humans, Spider recognized some from before. But there were a couple of new ones too. There was one that was floating in the air; sparking and popping loudly, a blue and white glow surrounded it as jagged arcs of light jumped from its body.

 _Electro!_ Peter hissed.

Another one was a weird human that wore black and white; it had the mask of a skeleton with weapons hanging from its human frame.

 _And Taskmaster!?_

Spider growled at the two just named, something about them made Spider angry. He felt the bittersweet flavor of venom fill his fangs. There was no question about it – those two are definitely enemies. Spider then noticed the newcomer they brought; it was small (compared to the rest of his Pack) but it had two wings that were being flapped frantically as it soared frantically above the people. Its behavior was angry, but scared too. Like it didn't know what was going on, but wanted to kill everything in its path anyway.

Animalistic shrieks emanated from this creature, sometimes crying out larder and causing a wave of energy to expel out and explode. Spider felt his glare soften just for a fraction. This creature…it was like them. Like Spider, and his Pack. He could tell by the way it was acting (the same way Spider and the rest acted; angry and hurt).

Hearing the shouts and yells of his Pack, Spider roared loudly to show them where he was. The humans (both the ones he recognized and the new ones) had their attention on him. They all started yelling and shouting, holding up weapons as Spider regarded them with the glare of his many eyes. Spider climbed up the wall to get a better look at the enemies.

The rest of his Pack burst into the room, Rhino completely annihilated one of the walls to get in, tearing bits of metal and plaster with his horn. Zabu and Tiger burst in side by side, each baring fangs with their backs arched threateningly. Squirrel Girl chittered angrily, and scurried up the wall next to Spider. Triton came in as well, still dripping wet with water, but flexed his fins and fingers so that jagged spikes poked out, then roared to reveal his maw of sharpened teeth.

Spider was satisfied by the way the enemy took a few steps back, either startled or out of fear. With a thundering roar, Spider jumped from the wall and toward the human group, his Pack close behind.

 **DUN DUN DUUUN! Also, just so it's clear, Electro and Taskmaster aren't the ONLY ones there. Cap, and Black Widow (and later Hulk) are there as well.**

 **I hope you enjoyed the Infected's chapter. Spider is gonna adopt all spiders ^.^ and Peter is just annoyed. Yep, that's right, the 'voice' just got named. Hope you enjoyed their interaction.**

 **NOW, the next chapter is the start of my story arc. It's gonna be called: "Disturbance Within Our Home Part 1"**

 **P.S, I decided to write the bit with the teens telling Black Widow about their Taskmaster hunch NEXT chapter, instead of writing a one-shot about it. It turns out I can incorporate it into the story without disrupting the plot, it will probably just make it into a bigger chapter for you all, so – YAY!**

 **Hope you enjoy what's to come!**


	22. Disturbance Within Our Home (Part 1)

**Alright, the moment you've all been waiting for! This is the first chapter to my story arc, I hope you guys enjoy it! Chapters will probable be long…good for you guys. Is anyone else excited that Carnage has showed up in Ultimate Spider-Man? Well, RE-showed up. I mean, he was here back in Season 2, but well – HE'S BAAACCCKKK!**

 **And dude he is intense!**

 **I reviewed the episode if anyone cares about that kind of thing. Its on my Ultimate Spider-Man tumblr called: ultimatespidermanfeels . tumblr . com (check that out if you want)**

 **sorry about the late update! I updated my regular one-shot book as well, if anyone cares.**

 **Anyway, enjoy the chapter I have for you!**

Kazar waited outside the debriefing room where all the heroes were headed. He stood with Agent Venom, Iron Fist, and Power-Man near the door, casually leaning against the wall. Kazar saw Kraven and Taskmaster heading up to the room, Hulk and Captain America were trailing skeptically behind them.

Kazar glared at Kraven and Taskmaster (two of the villains he hated the most) as they passed him into the room. The wild teen didn't meet the eyes of Hulk and Cap though, he wouldn't be able to without glaring at them too.

It hadn't been too long ago when Kazar was pulled from the task of watching Electro begrudgingly help Tony in the lab by fueling some of Tony's tests. The two had gotten along fairly well – though it was no doubt that those few extra electric shocks that Tony received weren't on accident. And when Tony 'unintentional' dumped his water bottle over Electro, Kazar wasn't the one to call him out on it.

It was a little nice to know that the Avengers still didn't completely trust the villains.

Amadeus has yet to get back from cleaning the mess of his chemicals and papers, but he should be there at any moment. Kazar perked up, along with Agent Venom, Power-Man, and Iron Fist, as Black Widow came into view. She and Clint walked side-by-side toward the debriefing room.

Clint was saying something about Scorpion's acid/poison while angrily holding a smoking and half dissolved bow in his hand. "Why is it always me?" Clint was whining, lips pursed into a childish pout. "I mean, why do people ALWAYS go for the bow? Why not the – well, I suppose I'd prefer them not hitting the quiver. But why can't they just, oh I don't know – MISS! Is that too much to ask? Leave the innocent bows out of it people!"

Natasha rolled her eyes at Hawkeyes ranting, "Get over it, you have 6 more bows stored here, 15 back at Avengers Tower, not to mention the emergency supply in the air vents." She said. "I think you're fine." Hawkeye looked at her with wide eyes, "How did you know about the ones in the air vents?" he demanded accusingly.

The female assassin gave him a wicked smile in return, but otherwise gave the archer no answer. As the two agents passed, Power-Man reached out, lightly touching Natasha's shoulder to grab her attention, while saying, "Black Widow, can we speak with you?" Clint stopped with Natasha, both turned to look at the teens.

Clint wore a confused, and slightly suspicious, look on his face; whereas Natasha's betrayed no emotion. "Alone." Iron Fist added when Clint remained rooted to the spot. Clint's lips twitched downward, obviously unhappy with the request. Before he could deny it, Natasha nodded at Power-Man. "I'll be there in a minute." Natasha said, addressing Clint.

The archer scowled; it's not that he didn't trust these kids; Clint could relate to most of them actually. It just seemed like they were always hiding something – and that made him suspicious. But Natasha was a highly trained, extremely skilled assassin; she could handle herself.

Shrugging, Clint turned and walked in the briefing room. "Fine, but if Fury gives you detention for being late, I'm not getting you out of it." He called over his shoulder.

Once Hawkeye was gone, the teens brought Natasha farther out into the hall, away from any prying ears. "Look, we have a hunch about our bad guy." Power-Man said right off the bat. "The one that attacked the Academy and started this whole mess,"

Natasha's sharp eyes narrowed dangerously, she crossed her arms over her chest into a comfortable, but alert, stance. "Go on." She said. Power-Man recounted the events involving Amadeus's research being stolen and destroyed, as well as their hunch about Taskmaster. Natasha listened without saying a word, and once they were finished she remained quiet for a few more second. "And you haven't told anyone else about this?" she asked.

The teens shifted uncomfortable, "We were worried that we wouldn't be taken seriously." Kazar replied. Natasha regarded them with a raised eyebrow.

"Well you can't blame us," Agent Venom defended. "You guys haven't been taking us seriously at all, ever since Spidey went feral. So, excuse our hesitance!" he crossed his arms sourly.

"We came to you about this because you're the only adult that was ever straight with us." Iron Fist added. "We trust your judgment."

Natasha nodded in understanding. "I see," she looked back to the briefing room. "I'll talk to Amadeus about his research getting stolen once the meeting is over, for now just do as your told and keep an eye on Taskmaster." The teen nodded in confirmation. Natasha moved so they could walk past her to the briefing room, before following behind.

Once inside, they all found a seat and waited patiently for the meeting to start. A few minutes later Amadeus came running in, his suit was finished covering over his body. "Sorry I'm late," he apologized curtly as he found a seat. "I was dealing with something." He met Natasha's eyes from across the table; the assassin gave him a small nod – as a sign that she was aware of his predicament.

Amadeus relaxed a little as he leaned back casually in his chair. Once everyone, villains (regrettable) included, were present, Nick Fury began the meeting. "I'm sure you're all aware of the situation we had with Vulture," he started, which earned him a round of nods. "Well, after close analysis of our scientists, we were able to come to a conclusion that Vulture is in the early stages of the gas; he's just beginning to turn feral. As for why he attacked the tricarrier, we aren't sure. But we have a hunch that, somewhere within his unstable mind, he remembered someone he interacted with a lot in the past.

"There are two people that we can think of who fit into that. One being Spider-Man; the other being Doctor Otto Octavius," Nick paused to give the crazy scientist a pointed look. Octavius shrugged carelessly. "Anyway, now that we have Vulture within our custody, its all a matter of what we're going to do with him."

Hawkeye spoke up, "Yeah, I was wondering about that. You're not thinking of keeping him in the tricarrier are you?"

Nick rolled his eyes, "No; the thought that Vulture could prove to be a dangerous adversary to my agents certainly crossed my mind."

"Good," Hawkeye snorted. "Cause I was going to tell you, that would be a VERY bad idea." Sighing in exasperation, Nick disregarded him. "Anyway, I've decided that, instead of keeping Vulture contained separate, we're going to put him in the Academy with the rest of the Infected."

Right as the words left his mouth, questions rose to greet it. "How do you plan on getting him in there?" Nova asks.

"Would if Vulture disrupts the peaceful interactions between the rest of the Infected?" Amadeus asks, earning a look from Tony hinting that the billionaire was about to say the same thing.

"But would if Spider doesn't take a liking to Vulture and attacks him?" Iron Fist asks.

"Would if Vulture attacks the Infected?" Falcon wonders. At hearing this, Kraven too perked up, an interested smile crossed his face as he toyed with a knife in his hands – Captain America was watching him distrustfully, eyeing the sharp weapon skeptically.

Nick Fury quickly quieted all the rising questions by holding up his hand and glaring at those who kept talking, "I understand the risks." He tells them. "But I'm afraid this is our best option. So far Spider-Man has been open to the Infected; he's even taken a liking to any regular spider that he finds within the Academy. We're just going to have to hope that he'll welcome Vulture as well." Nick, surprisingly, turned to Kraven. "What do you recon are the chances of Spider accepting Vulture?"

Kraven smirked; he swiftly and smoothly put the knife back in its respected holder before leaning forward in his chair. "After observing the Spider, I've noticed that the way they function is that of a pack."

"Like a wolf pack or something?" Scorpion questioned.

Kraven shook his head. "Definitely not." He replied, looking almost insulted with Scorpion even suggesting such a thing. "While I have no doubt that the Spider had made himself Alpha over the other, the 'Infected' relationship is nowhere near that of a wolf pack. For starters, Alpha wolfs are determined by a male and female who control the breeding of the wolves. The Spider has not mated with anyone, yes?"

"That's correct." Nick Fury answered.

"Also, a wolf pack is divided into different ranks. You have the Alpha wolfs," Kraven made a gesture with his hands, laying on hand flat in the air by his head, "the beta wolfs," his second had was placed several inches below the first, "and the omega wolfs." His first hand was removed from the top and placed at the very body of the figurative stack. "As far as I can tell, the Infected aren't divided into such groups. All of other pack members are aware that Spider is the Alpha and don't challenge his position, but they show no behavior signs of being Beta or Omega."

Everyone in the room was listening with interest, "How so?" Falcon asks. Kraven brought out his knife again and started playing with it as he continued to explain with a smug look. "Beta's are in the middle rank. They have neither the power of the Alpha, or the submission of Omega. Betas are considered the 'second in command', if the Alpha's, or Alpha, dies then a Beta will take its place. Omega's aren't as fierce, if challenged they will usually bow down as low as possible; make themselves look small and weak in submission. Though Omegas are usually the ones who entice other pack members to play and keep loose; but if there is any frustration within the pack, the Omega's are usually the ones that other pack members 'beat up' to relieve such frustration."

Most of the people within the room scowled at that. "Well that's not fair." Nova proclaimed. Kraven shrugged carelessly, "Mother Nature do not play favorites. Animals must fight, and evolve to win; only the strongest survive."

Kraven leaned back in his chair, knife still twirling between his fingers as he continued. "After close observation, I do not believe that the Spider's pack is divided like that. None are submissive like the Omega, nor aggressive like Beta's. Besides, when feeding, the Alpha gets first bite of food, then the Beta's and Omega's get what's left. This is not the same for Spider, he allows his pack to feed first, then eats himself once he's sure they're fed." Kraven trailed off in thought. He rubbed his mustache subconsciously, "Very odd indeed."

"So, will Spider welcome Vulture or not?" Nick asked again.

Kraven shrugged, "Hard to tell. Spider could either get protective over his Pack and see Vulture as an outside intruder and kill him." Kraven smiled wickedly at the horrified expressions on some people's faces. "Or he could merely display an act of superiority over Vulture, and if it works, Vulture will submit and probable be welcome into pack. Spider is an intriguing creature, so we can't be sure."

"He's not a creature." Agent Venom snapped hotly. "He's still a person down there."

"Hardly." Kraven replied with a casual shrug. Agent Venom glared at him, tightening his fists under the table. "Moving on," Nick continued, "I want to move Vulture in the Academy as soon as possible, the longer he's on my tricarrier the more my agents are put in danger. I plan on moving him in through the main entrance," at saying this Nick Fury reached inside his trench coat to produce a remote there; pushing a button, a holographic screen came up, projecting the layout of Academy building, including a glowing dot signifying the location of each of the Infected, based on their heat signature.

Immedianly everyone sat forward, "What?" Hawkeye demanded. "You want to go in through the MAIN entrance? Won't that just attract them to our position?"

"No," Black Widow piped up, Hawkeye turned to stare at her, "How so?" he demanded. "The Infected are near the shipment pads; probable watching that area in case we make another entrance there." Natasha explained. "You can see by all of their locations," she pointed to the glowing dots on the hologram, "that they're all staying on the lower levels in case they have a chance to catch us delivering the food. By going through the main entrance, we can catch them off guard AND have more time with dropping Vulture off."

Nick tapped the hologram, enlarging it so that the main entrance was clearer in view. "Precisely." he said in agreement with Natasha. "But," Tony interrupted, pointing a knowledgeable finger in the air. "There are still major flaws. Do you plan on transferring Vulture using machines?" before Nick can answer, Tony continues. "The sedatives Vulture is under; they didn't keep Spider-Man, or any of the Infected for that matter, unconscious for long. Would if Vulture wakes up in the middle of the transfer and escapes? Or worse, he escapes and breaks the Academy and allows the other Infected to get out?"

"That's why I'm sending in a team to see that the transfer goes smoothly." Nick answered. Captain America scoffed quietly, "No offense Director Fury, but the last time you sent in a team, it didn't go well and one of your agents is stuck down in the Academy now." he noted.

Nick scowled, "Which is why it's not going to be a team of my agents, but a team of the people sitting right here." He gestured to everyone within the briefing room. At this knowledge, all of the teams perked up with excitement. They've been cooped up and doing nothing for so long, a thought that they could get in on the action AND help out the situation seemed too good to be true.

Which is why Amadeus asked, "I don't suppose we," we: as in the teens heroes, "could help out this time?" the moment of silence was all he needed to know.

"Oh come on! You can't be serious!" Power-Man shouted, throwing his hands up in angry exasperation.

"You're leaving us out again?!" Nova demanded, his blue aura intensified drastically. "Are you kidding me?"

Nick Fury regarded their outburst with a partially raised eyebrow, "You are all too emotionally involved in the situation-"

"Emotionally involved! Emotionally involved?" Agent Venom demanded. "We are not too emotionally involved! Does it look like we're too emotionally involved? I DON'T THINK SO! ALL WE WANT TO DO IS HELP SPIDEY AND OUR TEAM! WHY WON'T YOU JUST LET US DO SOMETHING, INSTEAD OF KEEPING US COOPED UP AND DOING NOTHING ALL DAY!" by the end Agent Venom had rose up out of his seat, and slammed his fist against the table, denting it. The symbiote thrummed actively, enough that the ripple was visible to everyone looking.

Doctor Octopus watched the symbiote with quiet fascination.

Agent Venom took a few deep breathes to calm himself, before he slowly realized he was making a scene and felt a blush rush to his cheeks. Not to mention the fact that his outburst kind of supported what Nick Fury was stating. He awkwardly cleared his throat, "We just want to help," he added, quieter, before slowly sinking back into his chair.

It was quiet for a few minutes. Iron Fist managed to look away from the shy symbiote hero, and said to Nick, "Despite the fact that we may be 'emotionally involved' in the problem, we all still have skills that can help the situation," he said calmly. But then his tone rose a little, and held a dangerously sharp edge to it as he continued. "But can you blame us for wanting to get involved? It's OUR team who's out there Director Fury, our team, our LEADER who is in pain and needing our help. And you denying us the ability to be there for them is causing an obvious rift between us."

From across the table Scorpion scoffed, "Just admit it _Iron Fist_ , you're help is not needed. If it was, than Fury wouldn't have asked for _our_ help."

Iron Fist regarded Scorpion with sharp eyes, but said in a calm and soft tone, "If I recall Scorpion, you are doing little to help with our predicament. In fact, the only ones we need for this is Doctor Octopus, Kraven, and perhaps Electro. You serve no purpose to us." Scorpion scowled.

Power-Man smirked at Iron Fist, and gave the monk a fist bump under the table. They all turned their attention back to the Director, "I understand your desire to help," Nick addressed the teens. "But you are all getting too attached. I suggest you all take some time off to get a hold over your feelings, and then come back and I'll see what I can do."

A murmur of disbelief rose among the teens. "I can't believe they're doing this to us again." Dagger muttered sourly, her arms crossed angrily over her. "No kidding, you'd think they'd trust us by now." Cloak agreed.

"If we can't help, then why are we even here?" Nova demanded, falling back in his chair in agitated exhaustion. "I promised I'd keep you all updated; that is what you wanted, correct?" Nick asked.

Nova grumbled sourly, "Yes, but that's only because we thought we'd be helping." He mumbled, just loud enough for Fury to catch. The Director sighed, "But," he added. "I WAS going to allow you all to help watch over the controls, and if we need back-up, you all can go in."

The teens felt a small flair of excitement flicker through them – they ALMOST wished something would go wrong. Of course those thoughts were quickly stomped on and put to rest, because the less problems the better. But still, so far they kept running into problems here and there. And there was a big chance SOMETHING catastrophic was going to happen, and they'd get to do something – finally!

"Now," Nick turned back to the rest of the heroes…and villains. "As for the team seeing over the transfer, I've already decided to send in Captain America, Black Widow, Taskmaster, and Electro. Hulk, you're back up in case things go south; Ultimates, New Warriors, you're in case things get TOO rough." Taskmaster and Electro perked up from their seats.

Captain America gave a fleeting glance toward the assassin and buzzing human-light bulb, before looking back at Nick. The Director gave him a calm look, one that said to just trust him. So Cap let out a breath and nodded, "Okay, what's the plan?" Electro had a surprised look that the American soldier agreed so smoothly, whereas Taskmaster regarded him with a slightly surprised posture – which the assassin was quick to hide.

Black Widow sat dark and silent in her seat, she looked calm and relaxed; but alert and scary – how did she do that! She gave Nick a curt nod, one that let him know she wasn't entirely on board with it, but she'd listen to what the Director had to say. Nick tapped on the holographic screen and zoomed up on the entrance.

"You will be transporting Vulture in a transfer pod; he will be heavily sedated so he won't cause any trouble. I want Black Widow and Taskmaster to oversee Vultures relocation, while Captain America and Electro remain on defense and watch out for the Infected, if ever you are discovered. The Infected have been pretty stationary near Sectors M to Z," Nick zoomed out and the sectors the Infected inhabited were highlighted with a neon blue color. "The entrance doors are pretty smooth and quiet as it is, but for precautionary reasons they will open slowly, as to not alert the Infected. Once inside, Black Widow and Taskmaster, you will leave Vulture down in Sector K; not too close to the entrance, but close enough for them to find him easily."

The assassin (and former-assassin) were quiet, but nodded in understanding.

Nick continued, "The entrance doors will close automatically within 30 minutes, which should be more than enough time to get Vulture down there; but you must still move fast and effectively. Once Vulture is successfully moved to Sector K, simply unhook him and leave. Vulture should be sedated throughout the whole procedure, but the effects will where off eventually, be sure not to be there when they do. Make your way back to the entrance and regroup with Cap and Elector, then together leave the Academy. A jet will be there waiting for you to take you back. Any questions?"

It was silent for a moment, before Electro raised his hand. "Would if something does go bad, then what do we do?" Nick folded his hands in front of him and replied, "If the Infected know of your whereabouts, I want you to leave Vulture to their care, unhooked or not, and get your ass out of there before you die. Or don't, it's your choice."

"Why would they leave Vulture unhooked though?" Agent Venom asked. "He'd just be stuck in there, and I don't think that'd be good, right?"

"Correct." Nick Fury nodded. "But Spider has shown a significant amount of intelligence, I believe he'd be able to figure it out."

Tony piped up next, he was leaning casually back in his seat, but his eyes held dark bags where the lack of sleep left their mark. "Well, what about the scenario where they don't make it out of the Academy in time. Are we just gonna leave them there to fend for themselves. I don't give crap about Taskmaster or light-bulb over there," Electro glared at Tony, "but I'm quite fond of Cap and Widow, and I'd hate for my team to be down two players."

"Oh, he does have a heart." Black Widow teased lightly.

"Only when I decide to." Tony playfully shrugged with a smirk.

"There are several guns loaded with trang gas throughout the Academy, but it is a limited supply, and I'd prefer to conserve it as much as possible. If there comes a time, for instance if they don't make it safely out of the Academy, then I will use the trang gas to incapacitate them."

Nick waited to see if there were any more questions, when no one asked, or simply didn't voice their thoughts, he decided it was time to wrap up the meeting. "Cap, Widow, Taskmaster, and Electro; you're scheduled to start within 30 minutes, I suggest going to get ready. This meeting is over." The hologram snapped off and everyone got up from their seats.

Kazar headed out of the debriefing room; he accidentally knocked shoulders with Taskmaster on his way out. "Watch where you're going kid," Taskmaster snapped.

"I could say the same for you." Kazar shot back. Taskmaster eyed Kazar through his mask, and Kazar feared for a moment that he gave away that he knew of Taskmaster's exploits. But then the assassin merely scoffed and pushed past the teen, Kazar glared at his retreating back with malice, but also relief.

Spotting Cloak and Dagger walking up ahead, Kazar ran up to walk with them. The two were talking over the Director's plan, and welcomed Kazar with a smile before they continued conversing. Kazar listened with half an ear as he scoured over his surroundings.

It was something he was used to doing, especially when living in the Savage Lands. Senses were sharp, and he needed to be out on the look-out for predators. As he observed the space around him, Kazar noticed as Black Widow pulled Amadeus to the side and talked quietly with him.

Amadeus talked hushed as well, and because the rest of the noise within the halls Kazar couldn't make out what was being said. But he figured Widow was just talking to Amadeus about the theft of his work, as well as the hunch the teens came up with. Kazar wasn't sure where he was to be, so he decided to just follow Cloak and Dagger to where ever they were going.

Soon enough Iron Spider and Black Widow disappeared from sight as Kazar made his way through the Tricarrier halls.

 _ **LINE BREAK**_

15 minutes later…

Captain America was finishing up strapping his suit on. Next to him Black Widow was tightening the gauntlets on her wrists, she didn't talk to Cap, but even with her back turned Steve knew she knew he was looking at her. "Something's bothering you?" Cap noted. "You want to talk about it?"

There were many things about Black Widow, one being her incredible poker face. You didn't get to know how she felt or thought unless she WANTED you to. But there were something's that were just obvious, besides Cap has known Widow for a while. Not nearly as long as Hawkeye or anything, but he was picking up on things about the dangerously skilled women.

Widow merely hummed boredly back at him, "There's a lot of things bothering me Cap." She replied. "You're going to have to be a bit more specific."

"You don't approve of the villains." Cap guessed as he grabbed his shield.

"Do you?" came her snarky reply.

Cap shook his head with a small smile, "No, I don't approve all that much. But…" he rubbed the back of his neck uncomfortable. Natasha finished with her gauntlets and went to strap a gun holster to her thigh. "But at this point you're desperate enough to trust them." She finished.

"Sort of," Cap agreed. "I don't trust them, but if they can help with the Infected, then I can tolerate them." Widow grunted in agreement, reaching for a gun on the wall and putting it in the gun holster. It was quiet for a few more minutes as Cap watched Widow sneak a few small knifes in her boots.

"Steve you can either stare at me all day or you can just speak what you want to say." Widow dully commented with her back turned. Cap blushed slightly, not meaning to stare, just really caught up in thought. "It's just, I saw you talking with Iron Spider earlier, and it looked like a serious discussion…"

He trailed off, hoping that Widow would take it as an invitation to tell what it was about. But the invitation was declined and Widow finished prepping up for her mission and turned to leave the room, "He's a good kid," she muttered, enough for Cap to hear. "They all are. And they're just trying to help, remember that Steve, and don't underestimate them." With that confusing reply, Widow left.

Cap stood there for a moment, mulling over her words. It's true that Steve didn't exactly fancy the idea that kids, TEENAGERS, were dressing up in costumes and fighting crime. They were JUST kids after all, and kids weren't supposed to deal with bad guys, and evil organizations, or their friends turning feral and crazy. They were supposed to obsess over bands, and celebrities, and dates and other stuff kids in the 21st century did.

And while Cap didn't like that they were pulled into this, he couldn't help but try to protect them from it. Steve didn't mean to underestimate them, he just knew that he and his team could for a more efficient job; the Avengers have been around longer. Besides, the Ultimate New Warriors leader was unable to call the shots anymore, and no one knew the best dynamics of a team, then the team leader. Not that they couldn't fight or think on their own, it's just….

It's a complicated concept for Cap, so instead of mulling over it, he simply attached his shield to its holder on his back, and left the room as well.

 _ **LINE BREAK**_

Later, Captain America stood next to Electro as he followed Black Widow and Taskmaster toward the big Academy doors. The sedated form of Vulture lay on a mobile pod, resembling that of a floating metal table, with his legs and arms strapped down. Vulture's breathing was erratic and he twitched in his sleep, but never woke up.

Cap took a moment to study the mutated teen. His arms/wings looked molted and dirty, like someone tried to pull them out. His beak was long and pointed, and looked to be growing a sharp hook at the end, a strap was secure around that as well. His bird feet jerked occasionally in his sleep, and would constrict around air before loosening up again. His talons looked really sharp, like daggers; and the area around his legs were cleaned and bandaged from where Vulture had cut himself with said talons.

But despite all the animalistic features, Cap could look past the mutation and see the boy underneath. He could tell he was young. _But how young?_ Cap thought grimly to himself. _Who would do this to a kid?_

Oh yeah, a certain octopus themed mad scientist who had it out for another certain arachnid themed hero. It made Captain America question, for the hundredth time, why they trusted the villains. But then he was reminded that they actually proved useful, and bit down the need to attack them all.

They walked deliberately, but quietly, as up ahead the entrance doors automatically began to open. They kind of reminded Cap of that dinosaur movie Hawkeye made him watch, about a park?. Turassic? Jur-tastic? Uh…Jurassic Park, yeah that was it. As the big doors opened that what it reminded Cap of.

The comm in his ear buzzed lightly, a reassuring sign that they weren't going in blind. Soon enough the doors were open, so quiet that Steve could barely hear them, and they made their way in.

 ** _Cap, Electro, fall back and stay on defense._** Nick ordered in their ear.

Steve slowed his steps and allowed Taskmaster and Black Widow to pull ahead with Vulture, Electro mimicking his actions.

 ** _Black Widow and Taskmaster, continue on toward Sector K. Cap; Electro, you stay and guard those doors. If the Infected make an appearance, we can't let them out._**

Electro sparked and he flew up in the air, looking over everything from above. Steve remained stationary on the ground, his shield on his arm as he looked for signs of trouble. Widow and Taskmaster kept up their pace, "Black Widow and Taskmaster heading to Sector K, over." Widow said into her comm, and soon enough pulled from sight as they disappeared down the hall.

 ** _Roger that._**

It was quiet in the entrance room, neither Electro or Cap offered any words to each other. There was nothing to be said after all. The only noise that could be heard was the buzzing and sparking emanating off Electro. Cap was about to snap and tell him to be quiet, but then figured that there was little Electro could do about it.

 _ **LINE BREAK**_

Black Widow and Taskmaster walked silently through the halls of the Academy, keeping their eyes and ears out for any threats. They knew that the Infected were most likely still on the lower levels, but it never hurt to be safe. The transfer pod hummed softly next to Widow as they passed Sector C.

They didn't even get to Sector D before things started going wrong.

On the transfer pod, Vulture started writhing and jerking where he was strapped down. His breathing suddenly got heavier and faster, as if he was hyperventilating. She and Taskmaster shared a quizzical look; Vulture was supposed to be heavily sedated.

They continued on, keeping a careful watch on Vulture as they went. But the teen wasn't calming down, he pulled against his restraints, the talon on the back of his feet scraped harshly against the metal. Widow brought her hand up to her comm and said, "Fury, something's wrong."

 _What's going on?_ Captain America responded through the shared link.

 ** _We see you Widow,_** Nick Fury assured through the comm. **_Try and get Vulture as far into the Academy as you can, then get ouf of there. We'll start the automatic doors as soon as you're clear._**

 _Someone want to tell us what's happening?_ Electro demanded.

Taskmaster and Widow increased their speed, moving as quickly as possible. They had to push the transfer pod to enable to move faster, which restricted them from being able to grab their trang gun they were both supplied with. They passed Sector D.

 _Widow is back-up required?_ Cap asked.

Before Widow you reply, Taskmaster said, "No, stay where you are. The less people Vulture may see, the less we look like threats." Widow grudgingly agreed with him.

"He's right Cap," she said. "Stay where you are." There was a small huff of irritation, before Cap replied with, "Okay." Taskmaster and Widow were almost to Sector E when things went from bad, to worse.

Suddenly, Vultures eyes flew open and he let out an indignant squawk. Though the strap surrounding the beak muffled the sound, and caused Vulture to start to flail in panic. "Vultures awake." Taskmaster shouted in his comm, hand trailing to the trang gun he was supplied with.

Widow reached for her own, but then the straps around Vulture broke and his feathery arms came up and wacked both Taskmaster and Widow. The gun flew from Taskmasters hand, and Widow was too busy getting blinded by Vultures wings, and spitting feathers out of her mouth to find hers.

Vultures hands flew up he tore at the strap on his beak, squawking crazily. He managed to get it free, and turned to the two assassins. "Shit." Taskmaster was able to curse, before Vulture let out a sonic scream, and the two assassins went flying backward and into the wall.

Widows comm flew out of her ear right as she heard Nick yelling at them to get clear of the area. Vulture pried the straps around his legs off, and turned to Widow and Taskmaster with a ferocious gleam in his eyes. He mostly targeted his glare at Taskmaster, and judging by the disdainful look, Widow guessed that Vulture somehow recognized Taskmaster.

Taskmaster knew it too.

He reached inside his boot where a knife was concealed, but right as he moved, Vulture shrieked again and they were slammed harder in the wall. Widow grunted slightly, feeling her back begin to bruise. But by the next shriek, she knew what was coming and rolled aside before the sonic blast could get her.

Taskmaster rolled opposite of her, so they were each on either side of Vulture. Black Widow's back faced the way back to the entrance where Cap and Electro were waiting. Vulture wasn't focusing on her, and instead at a killers eye for Taskmaster. The mutated teen was slowly backing Taskmaster farther into the Academy.

Widow had a 15 second debate on whether she should help him, but then Taskmaster dove forward with another sonic blast, ducking under it and delivering a solid punch to Vultures middle. Vulture was hit a little ways back, enough for Taskmaster to run past and down the hall.

Together he and Widow ran back through the halls and toward the entrance. Vulture was flying after them, shrieking blasts at them. Throughout the Academy, Widow could hear the echoing cries of the rest of the Infected as Vultures loud attacks broke them from their tranquil state.

"We've got to hurry." Widow muttered. "Faster!" they bolted down the halls, Vulture never losing them as he followed after with the intent to kill. Suddenly, there was a loud, hair-raising shriek, and it took the two assassins a moment to realize that it didn't come from Vulture.

That was the sound of an angry Alpha. Spider was on his way.

Taskmaster and Widow cursed colorfully as they finally burst into the entrance room. Vulture burst in after them, shrieking and flying up above them. Captain America and Electro went into a defensive stance, standing protectively in front of the open doors.

"What happened?" Cap yelled, throwing his shield at Vulture as he nose-dived the American soldier. It bounced off Vulture's face, reverberating off the wall and coming back into Cap's hands. Vulture turned away, flying toward Electro instead, where he was nearly zapped.

"The sedatives weren't enough," Natasha explained, rolling out of the way of a sonic blast, landing back on her feet and hitting Vulture with one of her venom blasts. It wasn't enough to stun him, but they hurt. But that also just seemed to make Vulture angry. "He woke up."

Cap watched Vulture, but also titled his heads as he listened to his comm, which Black Widow lost. "Fury says they're having troubles at the base, someone over-rode the controls and all of the monitors have shut off, and the entrance doors aren't online. He says to keep Vulture here as much as we can as he gets them back under control."

"That's going to be a lot harder than he thinks." Taskmaster commented.

"And why's that?" Cap demanded.

"We've got company."

Suddenly, something else burst in the room. It was tall, and dark; giving off a hiss that sent shivers down the spine. Spider growled at all of the people in front of him, his eyes glancing up to see Vulture, where they softened just a tad, before hardening quickly once glancing back at the people within the room.

Then Spider roared loudly, crawling up the wall as he did so. Cap was shouting into his comm with Taskmaster, Electro was cursing saying "he looks so much creepier in person", while Widow raised her wrist defensively in front of her. Then the room burst.

Rhino came charging in through the wall, pieces of shrapnel and debris raining down on those closest, whereas Tiger, Zabu, Triton, and Squirrel Girl came pouring in from the hallway. Squirrel Girl chittered frantically, scurrying up the wall next to Spider. The Infected regarded them with cold, killer eyes.

These were people in THEIR home. Invading THEIR territory; and the Infected did not like that.

Up ahead Vulture was starting to fly crazier, looking conflicted between the regular people and the Infected. Widow and her group were horrible out-numbered, the entrance doors were still not working, and now they had to keep not only Vulture from leaving the Academy, but six other mutated, feral creatures as well.

With one last blood-pulsing roar, Spider jumped from his perch on the wall, down toward the group. The Infected followed after him with an excited cry.

And all hell broke loose.

 **Sorry for the intense cliffhanger, it's a 3-part story arc, you HAVE to expect cliffhangers. Anyway, I figured out that the way I had Vulture in this chapter was different from the last chapter, so I fixed that up in the last chapter.**

 **What do you guys think is going to happen? I love hearing your thoughts! You're all amazing and I love you guys! 3**

 **I was facing a little bit of writers block in his chapter, and I'm not completely satisfied with it. But it's good enough I suppose. I'll try to post by next Friday, sorry it took two weeks to get this out. I feel bad : (**

 **Let me know what you thought my love-muffins!**


	23. Breathing Free (Part 2)

**Hey peeps, here's part two of the story arc. Stuff goes down! Hope you like.**

 **Went back to rewatch Season 4 to Ultimate Spider-Man, and I saw Ben again. *wipes away tear* I was stuck between wanting to smile and shout with happiness, or crying and wailing in agony and grief.**

 **I miss Ben….*sniffle***

 **The next episode (called "Return To the Spider-Verse" *so excited for that) is not coming out until August 27** **th** **, guys I can't wait that long! Anyway' here's the chapter you all came for. You better enjoy it! (unless you don't want to :P)**

 ** _(Previously on Animal Instincts: Infected Humanity) –_**

 ** _Then Spider roared loudly, crawling up the wall as he did so. Cap was shouting into his comm with Taskmaster, Electro was cursing saying "he looks so much creepier in person", while Widow raised her wrist defensively in front of her. Then the room burst._**

 ** _Rhino came charging in through the wall, pieces of shrapnel and debris raining down on those closest, whereas Tiger, Zabu, Triton, and Squirrel Girl came pouring in from the hallway. Squirrel Girl chittered frantically, scurrying up the wall next to Spider. The Infected regarded them with cold, killer eyes._**

 ** _These were people in THEIR home. Invading THEIR territory; and the Infected did not like that._**

 ** _Up ahead Vulture was starting to fly crazier, looking conflicted between the regular people and the Infected. Widow and her group were horrible out-numbered, the entrance doors were still not working, and now they had to keep not only Vulture from leaving the Academy, but six other mutated, feral creatures as well._**

 ** _With one last blood-pulsing roar, Spider jumped from his perch on the wall, down toward the group. The Infected followed after him with an excited cry._**

 ** _And all hell broke loose._**

(Up in the tricarrier)

"What the hell happened?" Nick Fury demanded, watching as his agents worked furiously to get the monitors to the Academy back up and running.

"Our systems crashed, someone hacked into the Academy mainframe and cut our connection to it. We're blocked from all the video-footage, and our control over the building." The agent close to Fury frantically explained. She, along with the row of computer agents she was coworkers with, had her fingers flying across the key-board as they desperately worked on getting past the computer viruses firewall.

Nick Fury cursed colorfully, running a hand along his bald head before taking a long, deep breathe to calm himself, and exhaling slowly. "How long till you can get our systems back online?" he asked. The agent shrugged, her eyes never left the screen as codes and numbers flew across her vision. "I think I know a way to get past the firewall," she said. "Give me 15 minutes."

"You have 10." Nick replied.

The agent bit her lip nervously, glancing at the Director with a sliver doubt, "Sir, this firewall is very-"but then she stopped herself. A hard look of determination gleamed in her eyes, and she set her steady gaze back on the screen. "Consider it done Sir." She corrected herself as she set back to work.

The agents gaze was fixated back on the screen, completely ignoring the man behind her. Nick nodded and stepped away to let his agents do their job. In his ear piece Cap was yelling: _Any progress with the controls? Things are getting tough down here_!

"Hold the Infected down there for 10 minutes." Nick ordered. "The controls will be back up and running by then."

 _Copy that_ , Cap replied.

For a moment the only sounds coming from the comm were the grunts, curses, and the occasional hiss of pain from the Avengers (and villains) below; Nick paced along the tricarrier, walking up to the giant glass windows and looking down at the Academy. He heard the teens run up behind him, "Director Fury is there anything we can do?" Powerman asked.

Fury shook his head, "The Infected already have taken a dislike to anyone sent in there, over-loading them with too many 'enemies' will make them go crazy and lash out even more."

Agent Venom made a noise of frustration.

The villains in the room were all up as well. Besides Doc Ock was in the labs with Curt Connors, but Kraven, Beetle, Scorpion, Sandman and Shocker were all up and trying to figure out what was going on. "What is happening?" Kraven demanded. He probable only sounded concerned was because he wanted the Infected all to himself!

"Calm down Kraven." Fury snapped, briefly turning to glare at the hunter.

Kraven growled back at the Director, but didn't push him anymore. Fury turned back to watch the Academy, just as something hesitantly stepped out into the light.

It was Spider-Man; said arachnid was looking around in wonder. He couldn't see the tricarrier because the cloaking devices were up. Nick Fury cursed loudly, "Spider-Man is out of the Academy, this is now a Code Red."

" _Don't you mean a code green_?" Hulk asked in his comm.

Ignoring that statement, Fury shouted "Hulk, deploy. Go NOW! Do not let Spider-Man get off the Academy."

" _Got it."_

Captain America buzzed back to life over the comm, _Fury, we've lost visual of Spider-Man. I repeat, we lost visual of Spider-Man. We need back-up!_

"Already done." Fury assured.

Nick Fury glanced outside in time to see the giant, green goliath jump from the tricarrier and onto the Academy with a loud "RAHHHHHHHHHHHHH!"

 ** _LINE BREAK_**

Spider engaged combat with the human using a shiny, circular thing as a weapon. Or, Captain America and his 'shield' (?), as Peter called him. Spider felt it as his fangs filled with poison, he dodged a kick from the 'Captain' and waited for an opening to bite.

 _Hey now!_ Peter chided. _You can't bite CAPTAIN AMERICA. He's a living legend He's THE Captain America! You bite him and it's like biting freedom and liberty, heck you might as well bite and eat a bald eagle! The symbol of our NATION!_

Spider ignored Peter's prattling; this was an enemy in HIS home. Spider wasn't just gonna ignore that because Peter liked some odd looking human with a circle.

 _SHIELD!_

Whatever, Spider had to defend his territory, and let all the intruders know that HE was in charge around here, and HE would not be intimidated into submission. The Captain jumped away from a punch coming from one of Spiders arms, but stumbled when Spider clipped him with a talon. Seeing an opening to his side, Spider lunged with his fangs poised and ready.

 _NO!_

Unfortunately Spider never got him. There was a loud zap (his spider-sense tingled) and Spider felt a thrill of energy course through his body. It sent his body flying back, both buzzing with slight pain and vivacity as his nerves prickled. Spider hissed sourly at Zappy, who flew away as he was attacked by Squirrel Girl.

 _Heehee, don't you mean Electro._

Same thing; Spider heard the Captain give Zappy a half-hearted thanks before he jumped back toward Spider. The arachnid dodged the circle – uh shield – as it bounced off a wall and went back to the Captain's awaiting hand. How did it to that?

 _Honestly Six Eyes, I've always wondered the same thing._

Spider jumped back onto the wall and shot several strands of webbing at the Captain. The human dodged most, but one caught his arm and he fell as the appendage stuck fast to the floor. Spider jumped back down from the wall, and right above the fallen Captain.

His fangs dripped poison; a few drops fell onto the Captain's clothes and sizzled. Spider reached down to finish off his victim (Peter all the while yelling at him to stop), but then the Captain's unrestrained fist came flying from the side and caught Spider in the face.

The human packed a harder hit than Spider realized.

Spider chided himself for forgetting about the free hand, but screeched in pain when the Captain grabbed his shield and slammed it into Spider's head. Several of Spider's fists flew out to hit him, but the Captain narrowly dodged each one. Spider hissed in frustration; why did they have to move so much?

The Captain rolled away; Spider crouched low and hissed at him again. The two circled each other; the Captain had his shield up and poised defensively in front of him. But before either could make a move, there was a shriek and a sonic blast erupted right in between them both.

The Captain was flung back, and Spider was thrown a little ways away. Spider looked up to the assailant; it was the flying creature similar to his Pack.

 _Vulture? I can't believe they got him too._ Peter mumbled sadly.

Vulture shrieked again, this time hitting closer to Zappy. The flying mutate was getting worse, from where he stood Spider could see its blood-shot eyes; he could sense the fear and anger radiating off Vulture. As sad as it made Spider, he couldn't have him flying around like that; it was hurting his Pack too.

As if making a point, Vulture shrieked a sonic blast at Bones ( _That's Taskmaster!)_ which hit Tiger as well. Bones managed to flip off a wall and landed safely back on the ground, but Tiger flew back and hit into Zabu (who had been in combat with Red) ( _I think you mean Black Widow)_ , causing both to fall in a piled heap on the ground.

Yep, Vulture needed to be stopped.

Spider grunted at Rhino, who was swinging his horn at Zappy fruitlessly. Rhino stopped what he was doing and turned to face his leader, Spider hissed at the Captain and Rhino immedianly understood. Shaking his head back and forth, and pawing at the ground with his feet, Rhino charged the Captain; who cursed in surprise and rolled out of the way.

As soon as the Captain was preoccupied, Spider jumped up on the wall and crawled up on the ceiling. Squirrel Girl was up there too; she was baring her teeth at Vulture with her tail bristled like spark, prickly needles. Spider softly, but firmly, growled at Squirrel Girl to step down. Squirrel Girl's eyes darted to the Alpha and she happily complied.

With one last hiss at Vulture, Squirrel Girl jumped passed him, zipping along the beams of the ceiling until she crawled her way back to the fight below. Vulture regarded Spider with distrustful eyes. He squawked uncomfortable, his flapping increasing and becoming erratic. Spider hissed loudly, he bared his fangs at Vulture, hoping the creature would step down.

Instead it riled Vulture up more, and he sent a sonic blast at Spider. The arachnid was quick to dodge; Spider jumped from the ceiling and landed on one of the horizontal beams. Vulture followed close behind, swooping in to try and rake his claws across his towering foe.

But Spider swung in and out of the beams, going in loops and (accompanied with the tight space) made Vulture's flying harder. Although Vulture did get a lucky hit, and scraped his talons along Spider's chest, ripping the little remaining fabric there and catching flesh below. Spider hissed sharply at the sting, one hand faintly going up to press against the wound.

When his hand came back it was matted with a thin sheet of blood. Spider glared and growled at Vulture; that stung. A LOT!

Vulture seemed happier about it though, and felt that he could go in for another strike. But this time Spider caught both legs before the talons could reach him, and swung Vulture into a beam. The bird-mutate gave a sharp cry of surprise and pain, before Spider webbed one of his wings and wrapped it around Vultures own body. He then did it to the other wing too, and finished it off by wrapping Vulture it a tight cocoon.

Only Vultures face remained visible; said creature was shouting and blasting everything in anger as he squirmed fruitlessly. Spider bound Vultures beak shut with one last web and sticking him neatly along a beam in the corner of the room, away from the fight.

Once Vulture was secured, Spider glided along the beams and gazed down at the fight below. It was going well for his Pack. Squirrel Girl and Triton were teaming up on Zappy, knocking the glowing human back and forth among themselves and dodging arches of energy. Rhino had the Captain cornered in the room, the two in a lock between Rhino's horn and the Captain's shield. Zabu was playing a game of dodge with Red, both maneuvering their way out of stings and claws. Tiger was chasing after Bones, the two weaving in and out of the others locked in combat; Bones would whirl around at random to fend of Tiger's claws with some pointy things.

Spider hated those pointy things.

 _Ugh me too! Knives and swords are the worst!_

Spider debated on whether he should help take down Zappy or Bones, but went still as a statue when he felt something odd and unfamiliar. It was a cool, gentle sheet of wind that rolled along his body and softly rustled his hair, leaving his hot fur feeling chilled, but in a good way. Spider perked up with interest; he sniffed a few times, before taking a deep breath of air. It was also cool and crisp and expanded within his chest, leaving a pleasant feeling humming within his body.

It smelled nice too, something fresh, tinted with water and…salt; nothing like the dusty, cramped air that Spider was used to within his home. Distracted, Spider gave his Pack one last glance to make sure they were okay (which they were) before following the scent away from the fight. Spider crawled along the beams and ceiling; now that he wasn't preoccupied with protecting his territory, Spider noticed that the silver walls he was used to seeing were open and a bright light was leaking into the room.

Jumping down just in front of the oddly, bright light, Spider tilted his head in confusion and sniffed it a few times, just to make sure it didn't smell weird or dangerous. It didn't smell like anything. Hesitantly, Spider touched it with his hand, and immedianly drew back.

It was warm.

 _That's sunlight genius, goodness you act as if you've never seen– oh…I guess this is your first time ever really seeing sunlight, isn't it?_

Sunlight? Hmm…this definitely was new to Spider. There was none of this within his hard, dark, and gray home. Slowly, Spider put his hand in the sunlight again; he flinched, but did not draw back this time.

Spider twisted his hand within the snug sunlight; it felt…nice. He put another hand in the sunlight, then another, and soon enough his entire body was engulfed in its warm and gentle caress. Another breeze drifted over Spider, and the wonderfully watery, salty smell was back, stronger this time.

Stepping farther into the sun and out of the shadows, Spider winced as the sunlight struck his sensitive eyes. He blinked and squinted frantically for a few minutes until his eyes adjusted. And once they did, Spider couldn't help the amazed humming that sounded within his chest.

He was standing on a platform to an incredible tall building over-looking an immense body of water. This wasn't the kind of water Triton swam with, but this was the kind that he yearned to bask in. Spider could hear the water rolling and crashing around the metal complex far below, he could smell the salty fresh air.

The ceiling above him was a beautiful, deep blue speckled with white. Spider reached back into Peter's memories, looking for the names of the things he was seeing around him. It was…the sky. The sky was blue; and the white things…those were clouds!

The giant pool of water was called the Ocean…or Sea…Spider was still uncertain about which to call it. And the metal compound Spider stood on, and what he knew had been his home this whole time, was: S.H.I.E.L.D Academy?

S.H.I.E.L.D like Captain America's shield? Why would it be named after the Captain; Spider didn't like that and refused to refer to his home as such. Spider looked around the sky, twisting his body to see as it went on for miles. He came across a sudden, and very bright, circle in the sky, so intense that Spider was forced to look away.

What was that? He searched through Peter's memories.

The…Sun?

 _Yeah, and unless you want to go blind, I suggest not looking at it directly for a long amount of time._

Whoa. Spider kept gazing around until he saw a very obvious cluster of…buildings. They rose up high and gleamed in the sunlight. Spider could smell a faint underline of something unclean and rotten come from that direction, but it spiked his curiosity no less.

Spider wondered what was over there…

 _Whoa, whoa, whoa – NO! You can't leave the Academy, you were freaked out enough with that Agent, so there is no way I'm going to let you loose on New York._

As if Peter could stop him. At the mention of the Agent back in the Academy, Spider could taste the venom on his tongue as his stomach ached with something he's been constantly denied.

 _No, no, no, no – t-turn back around, go back in the Academy, come on, uh…uh y-your Pack! Yeah, you're Pack. You can't leave them behind! Right?_

Peter was right, Spider couldn't leave his Pack behind, especially at the mercy of those…those freaks!

 _You did not just refer to Captain America and Black Widow as freaks. I mean, Taskmaster and Electro I understand, but not those other two. They're AVENGERS for crying out loud._

Which was why Spider was going to bring his Pack with him.

 _Yea-WHAT!? No, that's not what I mean either! Oh this is bad, very, very bad. Oh, Nick is going to kill me!_

Before Spider turn back to help his Pack, his spider-sense tingled and he heard a loud "RAHHHHHHHHHHH!" Jumping back, Spider flipped through the air and on the wall as something big, green, and dangerous landed on the spot Spider had been close to. The impact dented the metal ground.

The giant stood up tall on its feet; it was big, bigger than Spider, and hard packed with muscle. Spider hissed so low and threateningly, he even surprised himself. Who was this stranger? Why was it here? What did it want? It was crazy, after being Alpha, the protector, and superior over his Pack for so long; it was odd feeling low compared to this creature.

Which is when Spider realized that he actually felt…intimidated! This green monster was intimidating to Spider and made every protective, Alpha nerve in his body burst to life.

"Hey there Spidey." It spoke, soft with a deep voice. "It's just me, Hulk. We're buddies, remember?"

 _HULK! YAY! You're here!_

Spider hissed in reply, refusing to be scared. He slowly crawled down the wall and back on the ground, watching Hulk for any sudden movies. Spider's arms and legs were stiff but ready for action. "Come on Spider-Man, I know you can here me." Hulk continued, holding both his hands out in a friendly gesture. Spider wasn't going to fall for it.

 _Yes, I can hear ya Big Guy! You just…can't hear me…_

Spider regarded Hulk coldly, he really didn't like him. Hulk even smelled like a threat, even when he showed no signs of aggression. Hulk took a step forward, all while whispering soothing things that confused Spider. Shouldn't this creature be attacking? Was this a trick to catch Spider off-guard? Did this – this Hulk wish to take Spider's Pack as his own? To take Spider's place?

No! Spider wouldn't let it happen.

He hissed again as Hulk got closer, taking the hint the giant took a step backward – only slightly easing Spider's tension. "It's okay, I'm a friend."

Yeah right, only Spider would be the one to determine that.

 _But Hulk's not hurting you, and he doesn't want to take your Pack either._ Peter soothed. _Just listen to him, and don't attack! I'd rather not have my body beaten to a pulp, even if it's mutated and now has its own subconscious mind._

Well…Peter did have a point. Hulk wasn't looking like he was going to attack. But how did Peter know if Hulk wasn't aiming to distract, and then take his Pack?

 _Because I know Hulk, he is our friend. He just wants to help._

Help? HELP WITH WHAT? Why did Spider always hear that stupid word! He didn't need help with anything, he was perfectly fine, and his Pack was perfectly fine, none of them needed HELP.

 _Okay, okay – bad choice of words on my part. Just…just work with me here…please?_

Spider glowered in annoyance; Peter has never really pleaded before, mostly just yelled and berated…ugh, fine. Spider would wait and see what Hulk wanted. Slowly, Spider regarded Hulk with a (slightly) softer expression and stopped hissing and glaring. He lowered his arms and stood up on his two feet, looking at Hulk expectantly.

Well…

Hulk smiled, "There you go. Now, you need to go back in the Academy Spidey. Do you understand?"

 _Good, good. Okay, everything is fine, see? Hulk's not gonna hurt us._

Well, yeah…but he was talking stupid.

 _Oh stop being a sour-_

But Peter was interrupted as his spider-sense tingled again and there was a sudden bright bolt of lightning, and a loud clap of thunder that soon followed. Spider was momentarily blinded by the light, but he heard a sudden clang on the metal and smelt a new threat appear, accompanied with a burning stench.

"Friend Hulk!" someone boomed. "Heimdell has informed me that our Avengers team is facing a crisis. What must I do to help ease the situation?"

"THOR!" Hulk bellowed. "NO! GET OUT OF HERE! I ALMOST HAD HIM CALMED DOWN!"

A tall, (not quite as big as Hulk) man wearing a red cape and holding a metal and wood weapon in his hand, the metal still occasionally sparking with energy. The man – Thor, Hulk called him – frowned in confusion. "Whatever do you mean?"

"I almost had Spidey calmed down!"

"The Man of Spiders? Whatever did he do to have you, Hulk, attempt to soothe him?" Thor laughed lightly, before turning and facing Spider. A look of horror passed over Thor's face as he noticed the familiar red and blue tatters of a suit. "Odin's beard!" Thor shouted. "What in all of Asgard happened to you Spider-Man?"

Hulk faced Spider as well, and his face went slack "Oh no."

Spider was back in a defensive position, his body rigid with alert tension. All of his eyes were blow wide, his pinchers quivered threateningly, poison was dripping heavily from his fangs and forming a puddle at Spider's feet, his arms were hoisted up again and his fur was raised on end.

Spider growled deep and powerfully. They were threats, both of them. Hulk was merely trying to trick Spider until his loud friend arrived. Spider felt stupid for falling for it.

 _No, no its not what you think! He was just-_

Spider hissed so harshly that Peter went quiet immedianly. "Spidey, come on, stay with me." Hulk urged. "I'm just trying to help."

Help! Ugh! That was it, Spider had enough! Red crossed his vision; Spider felt blind with rage. His claws dug into the metal on the ground, easily slicing through it. Spider boosted himself forward with an ear-splitting howl and raced to the two threats.

This ended now!

 **The end…**

 **Of the chapter :D**

 **Welcome back Thor, it's been a while buddy. Though you picked the worst time to show up quite honestly. Spider is pissed off. And he got a taste of freedom…wonder how that's going to turn out…. *evil smile* Though, of course, I KNOW how its going to turn out, because I've planned this story top to bottom.**

 **You, my readers, don't know how its going to turn out – which is why I encourage you to comment me what you think is going to happen in the final part to my story arc! I love hearing from you guys, so please tell me.**


	24. Prisoners Again (Part 3)

**Gosh, how I love hearing all you guys cursing Thor's name. ^,^ Seriously, just about every comment was along the line of "THOR YOU IDIOT! WHY YOU HAVE TO RUIN EVERYTHING?!" heeheehee, #Thorhate, but its okay. Our Asgardian baby just didn't know what was going and unintentionally made the situation worse – it happens to the best of us. :D**

 **Anyway, I'm gonna be going camping this weekend, so I wanted to update before I left. Another USM fic has sprouted in my head, though this one is along the lines of: captured, torture, Hydra, symbiote, and silence (and it's not Agent Venom) and Scarlet Spider is alive and well in this one. I'm not sure when I will post it, but sometime soon I guess.**

 **Keep an eye out for that.**

 **Anywho, here is the third and final part to my story arc, labeled: Chapter 25: Prisoners Again (Part 3) heeheehee enjoy!**

 ** _Previously on Animal Instincts: Infected Humanity:_**

 ** _Hulk faced Spider as well, and his face went slack "Oh no."_**

 ** _Spider was back in a defensive position, his body rigid with alert tension. All of his eyes were blow wide, his pinchers quivered threateningly, poison was dripping heavily from his fangs and forming a puddle at Spider's feet, his arms were hoisted up again and his fur was raised on end._**

 ** _Spider growled deep and powerfully. They were threats, both of them. Hulk was merely trying to trick Spider until his loud friend arrived. Spider felt stupid for falling for it._**

 ** _No, no its not what you think! He was just-_**

 ** _Spider hissed so harshly that Peter went quiet immedianly. "Spidey, come on, stay with me." Hulk urged. "I'm just trying to help."_**

 ** _Help! Ugh! That was it, Spider had enough! Red crossed his vision; Spider felt blind with rage. His claws dug into the metal on the ground, easily slicing through it. Spider boosted himself forward with an ear-splitting howl and raced to the two threats._**

 ** _This ended now!_**

Chapter 25: Prisoners Again (Part 3)

Thor blocked a punch from Spider, stumbling back a few centimeters before forcing the arachnid away with a calloused push. Hulk made a mad grab for him, but Spider slipped easily out of his grasp and kicked the giant, green monster in the face with enough force to knock him back a ways away.

Hulk groaned in agitation as one hand flew up to hold his nose, "Rggg! That hurt!" he grunted. Spider flipped away from Hulk and landed in front of Thor. The Asgardian raised his hammer in time to block another strike from Spider's talons, and then hit the arachnid squarely in the chest, sending Spider flying back into a wall.

"Hulk, what is going on?" Thor demands, offering a hand to help the green goliath back to his feet, "When I left for Asgard, Midgard was in a state of peace. I come back, and suddenly S.H.I.E.L.D and the Avengers are in chaos. I couldn't have been gone that long."

Hulk sneered at him, "Not gone long huh?" he snapped. "You've been gone for months Goldilocks, we've been dealing with this issue here," Hulk gestured to Spider, who was recovering from the mighty hit of Mjolnir, "For roughly two months now." Thor rubbed his chin thoughtfully, eyes flicking back to the dizzy arachnid, "Hmm, is that truly the Man of Spiders?"

"Spidey?" Hulk questioned. "Yeah, it is."

"What happened to hi-" but Thor was cut off by a shriek and suddenly he was tackled to the ground, with Mjolnir knocked away. Spider perched on top of Thor, four arms reaching down to restrain the Asgardian's own arms, as the other two punched him in the face repeatedly.

Spider was able to get a couple good hits in before Hulk grabbed him around the middle and pried Spider off. "Agh, you're right." Thor grunted, rubbing his beaten face. "He does pack quite a powerful punch." But Hulk was too busy to hear him, as Spider slipped out of his grip again and slithered across Hulk's body.

"Agh! Hey, get back here you little-" Hulk started, but then he felt a long, sharp slash across his back, as Spider raked his talons across the green flesh. Hulk shouted and tried reaching behind himself to force Spider off of him, but Spider remained out of reach, still slashing as much skin as he could. "Get him off! Get him off!" Hulk yelled at Thor, spinning around frantically and trying to shake the arachnid from his back.

But Spider remained stuck to the giants as he repeatedly slashed and cut. Thor made a mad grab for one of Spiders arms, but then Hulk accidentally hit the Asgardian away as he flailed some more. "Ugh, Hulk stop moving." Thor shouted. "I can't reach him when you flail and fight like a –" but Thor was, once again, cut off as Hulk finally managed to grab Spider an arm and roughly threw him off, wincing as he shifting his wounded back.

Spider went sailing right into Thor, and the two tumbled over the edge of the Academy, and hit the water below. With a giant SPLASH! The two submerged within the salty waves, Mjolnir tumbled in as well as with giant SPLOOSSHH!

Spider panicked within the water, he splashed on the surface of the waves, but water kept rushing up and hitting his sensitive eyes, the salt in it burning.

Spider tried to shout for help, but water kept filling his mouth and rushing down his lungs every time it opened. Soon enough, Spider felt himself get fully pulled under the ocean and he sunk farther into its depths. Spider's heart raced crazily; he flailed and thrashed in the water, his eyes opening to try and get a look for something that could help him, but then squeezing them shut just as quickly when the salt stung his eyes.

Unable to help himself, Spider shrieked for help again – **_Triton! Tiger! Squirrel Girl! SOMEBODY HELP!_** \- But that only ended up with him losing the air in his lungs, and filling his throat with sea water. Peter was screaming and yelling at Spider to swim, to not give up. The arachnid tried, but it just exhausted him even more till his arms felt heavy like lead.

Spider was going to die. He was going to die here. He was going to sink to the bottom of this ocean and he was going to die! Spider was never going to see his Pack again; they would be left at the mercy of the humans, of Thor, and Hulk, and – and S.H.I.E.L.D (whatever that was), they would be locked up without him; alone with no protector. Spider paused his flailing as the realization of it sunk in.

He opened his eyes again, this time forcing them to stay open even when the salt stung them. Up above he could see the sunlight sparkling on the ocean waves and above that the muddled and blurry silhouette of his home. Spider whined, the sound sounded desolate and small within the uneasy silence of the sea.

Spider kept looking up, even as his vision began swimming with black.

 _No, come on Spider! Please, we can't die, not yet! There are still so many things I want to do! Please, come one! O-our Pack, you need to go back to them right? Well come on, just swim! You can do it, kick your feet, doggy-paddle! Float if you have to! PLEASE! Come on, look into my memories if you have to!_

But Peter was becoming faint till his panicky voice was as soft as a whisper, but Spider took his advice. He tried looking into Peter's memory for help, but he was so tired and water-logged that he couldn't even comprehend them; Spider's vision was already nearly completely black. Suddenly, the water around him seemed softer, more like a blanket encasing him.

Just when Spider was about to completely give up the useless fight and surrender himself to his watery grave, something sounded above him and the arachnid look up. A dark shadow was coming toward him; Spider felt something curl around one of his wrists. Suddenly strong arms wrapped around the arachnids middle, and pulled him up. Spider couldn't recognize who was saving him yet, but he was too exhausted to care at the moment. 

Mere seconds later they broke from the water; Spider felt sunlight burst onto his fur and begin warming up his soaked, and chilled body. Crooning softly at the feel, Spider allowed his rescuer to swim them both back onto the solid, metal ground of his home. Someone whispered softly, "I told you I spent two summers as a lifeguard." They added with a small, breathless chuckle, "You're a lot heavier now by the way."

Once back on solid ground, Spider slumped down and hacked up all the water in his lungs. His rescuer was by him, rubbing Spider's back soothingly as all the excess water was expelled from his body. Exhausted, Spider lay down on the ground and crooned in small happiness at feeling the sun again.

Why Triton wanted to go in the Ocean was beyond anything Spider understood.

After a moment, Spider tried to get up again. But he was pushed softly back down, "Whoa, just take it easy there Spidey." his rescuer mumbled. Spider scowled a little, and turned to properly see the one who saved him.

It was a human, only younger looking. He had brown skin and a head of thin, fuzzy black hair. A pair of black sunglasses (according to Peter, who was slowly coming back as well) covering his eyes, and he wore a suit of yellow, black, gray, and a little silver.

 _Powerman?_ Peter gasped in surprise, back to his full capacity now. _Oh man, it is so great to see you! And-and you saved us! Remind me to buy you all the pizza you can eat as soon as were out of this._

Peter had a large amount of affection for this human, more so than all the others above. But Spider couldn't help but think that this…Powerman was somehow familiar – not in the way Peter talked about him, but there was just something about this one…

 _Uh, yeah, you threw him into all of the Avengers and my team when you first escaped. Remember?_

Oh yeah, Spider did remember. When he broke out after being strapped down, this Powerman was the one he used to knock all of his attackers away. Hmmm…Spider didn't know how to feel about this situation. Powerman had attacked him before, of course, but now saved him.

Was he enemy or ally?

Powerman must have seen the skeptical look in Spider's eye, because he gave a reassuring smile and said "Easy there Spidey, I'm a friend."

But Spider wasn't so sure; especially after Hulk had said the same thing, and Spider ended up being ambushed; besides, Spider didn't even know where this Powerman came from.

 _Yeah, how did you get here Luke?_

But Spider's thoughts were interrupted as his enhanced ears picked up a loud, sharp cry of help – whom he recognized was coming from Tiger. A fierce and sudden feeling of protectiveness overcame Spider.

Tiger NEVER called for help.

Pushing to his feet, Spider disregarded Powerman and his attempts to calm the arachnid down, before Spider was crawling up the wall. Using window and ledges as springboards as he raced back up to his team; Spider dully noted that Thor circling over the water calling out in hysteria "MAN OF SPIDERS! Spider-Man! Where are you?!" before diving into the ocean, and coming up a few minutes later empty-handed and shouting again.

Spider ignored the Asgardian, deciding to let him find this 'Man of Spiders' (as interesting as that sounded), as long as it kept all the attention from the arachnid.

Finally arriving back on top of the platform Spider was standing on earlier, the arachnid was quick to hide as Hulk (now suddenly healed from all the cuts he got – which Spider regarded with great disappointment) was shouting and pointing at different places for Thor to look, before yelling in frustration "I'M COMING FOR YOU SPIDEY!" and jumping into the water himself.

Spider took a moment to think about how odd these things were. Spider would prefer staying OUT of the water, but here were this creatures willingly jumping INTO the water; and they obviously didn't have the gills or fins like Triton to properly survive in it. It didn't make any sense, and made Spider question their logic.

But that was their problem; Spider hissed softy at them, but then continued crawling up on the wall and back into his home, making his way across the ceilings and beams. The warm sunshine was abruptly cut off, and left Spider feeling soaked to the bone and frighteningly cold. But another whine, this time from Zabu, had Spider purging onward.

He found his Pack cornered in the room, surrounded by the humans. There were more humans now. Some Spider faintly recognized from earlier fights, and some who were new. Peter named them off for him, even though Spider had already given them all a name: There was Pointy (Hawkeye), Flying Red (Falcon), Metal Man (Iron Man), Floater (Cloak), Shiny (Dagger), and Sparkly (Nova).

Spider's Pack, though surrounded, weren't moving. From where Spider was he could see them breathing, but not so much as one muscle twitched. Looking closer, Spider noticed several small darts poking each one of his Pack members in several places on their bodies.

That made Spider hissed quietly; he hated pointy things.

The Captain –

 _Can't you just call him Captain America?_ Peter whined.

-was talking again, tapping something in his ear, "Yes Sir Fury." The Captain stated. "There all here but Spider-Man, where is he?...WHAT?! Thor and Hulk knocked him in the Ocean?!...well did they find him?…okay, we'll be on the look-out." The Captain took his hand from his ear and addressed the others.

"Spider-Man got knocked in the water." The Captain explained. "Thor and Hulk and looking for him right now, but he's off the radar and might have escaped the water on his own. Everyone be on the look-out. Also, the doors are working again. If we can keep the Infected in here until Spider-Man is back, then the doors will be shut and Cloak will transport us all back to the Tricarrier." There was a murmur of understanding throughout the group as they all perked up and clutched the dart-guns in their hands.

So, they didn't know Spider was here yet. That could work.

Spider slunk away and examined the group from the shadows. His Pack wasn't getting harmed, but as Squirrel Girl started moving, Bones immedianly shot another pointy dart at her and she stopped squirming again. Spider had to force himself not to leap out right then and there and bite Bones and watch his insides go into a mushy mess of innards!

 _Wow…that was – uh, dark…_

Instead he focused on observing his prey; Spider watched them all, looking for anything that could qualify as a weakness. Spider noticed as Metal Man-

 _IRON MAN!_

-walked away from the others with his back turned to Spider, "Friday," he said. "Scan the perimeter; see if you can catch any other heat signatures that aren't one of our own." Unaware of what that was, Spider looked through Peter's memories for consultant.. Scan…Heat signatures…uh…something that could determinate where, who or what, was within a surrounding place, even when hiding.

That wasn't good. Peter grumbled about 'being used' as Spider made his way toward the Metal Man. After a moment Metal Man gasped, "He's h-" was all he managed to get out before Spider jumped from the shadows and grabbed him. Before the Metal Man could so much as shout, Spider had webbed his arms, and legs together and ran up the wall before threw him out of his home.

Metal Man went falling towards the water, screaming loudly as he went.

"Iron Man? TONY!" the Captain yelled, hearing the shouts and running toward the wall; Spider shrunk back in the shadows. The Captain didn't run out of the room, but stopped a little ways from the wall, "What happened?" he demanded, turning to glance back at the others.

So, they still didn't know Spider was here. Staying within the shadows, Spider saw the Captain ease into a defensive stance, shield portrayed protectively in front of himself, as his eyes scanned the room, slowly edging back toward the group. "Guys, I don't think we're alone in here." He informed.

Okay, so maybe they DID know Spider was here.

Fine, it was time to get his Pack back. Spider crawled softly among the beams, making sure to stay hidden. He needed to get rid of the leader of THIS pack, and so far the one who seemed to call the shots was…the Captain…

Alright.

Spider followed the Captains movements with his eyes; this one was smart and remained on the defense-side. Spider waited for him to turn so his vulnerable back was to the arachnid, but the Captain was careful. Spider willed his fangs to fill with poison as he waited. Then, slowly, the Captain finally turned, and Spidey jumped.

There was a faint, "CAP LOOK OUT!" from the side, but it was too late. Spider landed behind the Captain and sunk his fangs passed rough fabric, and into soft flesh. Spider pumped as much of his venom into the Captain as he could, reveling in hearing this other 'Alpha's' scream in pain, before something hard and unpleasant hit along his body and he pulled away.

Flying Red (Falcon, Peter called him) flew above Spider shooting weird, red beams while yelling "Get away from him!" he shot more red beams, but Spider dodged this time. The Captain fell on the ground feebly, moaning in pain as he clutched his wounded and bleeding shoulder. Floater appeared by his side and immedianly wrapped himself around the Captain and the two were suddenly gone.

But Spider didn't have time to focus on that, as he evaded another set of red beams from Flying Red. Growling in annoyance, Spider shot two webs at Flying Red, both catching each of his red wings, and then roughly pulled him down.

With a shout of surprise, Flying Red was forced near Spider, where the arachnid then swung him into a wall and webbing him securely there. His spider-sense tingled and Spider jumped away, just as two electric shocks came from Zappy. Spider hissed and tried to web him up too, but when his webs got too close, or even hit, then they burnt and disintegrated into thin air.

Instead Spider moved up and among the beams again, evading more electric shots from Zappy as he went. Sparkly –

 _Hahaha! I am so calling Nova that when I'm back!...please don't kill him…_

-came flying with Zappy, both shooting bolts of energy, trying to knock Spider back down. Spider was doing a pretty good job of avoiding the blasts, but eventually his luck ran out. Sparkly shot a well-aimed blast of energy, hitting Spider on his undefended left side. Spider landed on the ground with a thud, but quickly went to get up hissing as he got to his feet.

"Oh, sorry Webs, I didn't mean to hit you that hard." Sparkly apologized, landing softly next to the arachnid. But before Sparkly could get any closer though, Spider punched him roughly along the side of his face, then swung out and nailed him in the head again with a muscled arm. Sparkly flew back and hit into a wall with a yelp, hitting his head once more, before crumpling down onto the floor with a groan.

"Nova! Nova, are you okay?" Floater asked, appearing next to his fallen comrade. Sparkly winced but nodded grimly, "I'm taking you back to the Tricarrier." Floater declared, but Sparkly was quick to back away.

"N-no, I'm fine. I didn't even get hit that h-hard." Sparkly tried to convince, slowly getting to his feet. But once standing up, he groaned and swayed and nearly toppled over again. Floater caught him before Sparkly could fall in a piled heap. "I think you have a concussion." Floater observed. "You can't stay here; it's too dangerous for you now."

Sparkly chuckled weakly, "Ha, too dangerous! Yeah? And then what, no more missions? Fury's gonna put us in D.A.Y.C.A.R.E again?" he shook his head softly, before groaning again and hunching over. "If I go back now, then Fury is never gonna let me come back out again." He chuckled again.

Floater scowled, "Um…okay…I don't know what D.A.Y.C.A.R.E is, but – Nova, you can't be out here like this. You have a concussion. Do you hear me? CON-CUSH-IN, you need to go back."

"No." Sparkly stoutly rebuked.

"It wasn't a suggestion." Floater muttered, he then wrapped his weird, fabric body around Sparkly and the two disappeared in a short burst of light. Spider cocked his head to the side, watching the exchange with slight interest before his spider-sense tingled and he moved away.

A dart was in the place he was before, Bones a few feet away. Spider narrowed his many eyes at the human and bared his teeth; Bones was already injured, holding a bloody hand to his stomach with several scratches and cuts adorning his arms, legs, and face (which looked to belong to Squirrel girl). Spider was proud. Even Peter didn't like this human. As Spider got ready to lunge, something flickered in the corner of his eyes. He whirled out to identify the movement, to find that it was Red, there was a long, bleeding cut down the side of her face, and one of the weapons on her wrist were gone. Another figure hovered above – it was Zappy, who, while didn't look injured, did look tired.

Spider fidgeted nervously as he whirled completely around, finding that he was surrounded. Sure pretty much all of the humans were injured, but Spider was still out-numbered and feeling quite exhausted himself. His breathing was heavy and Spider regarded all of them with hate-filled eyes.

He had to keep his Pack safe, he HAD to keep HIS PACK SAFE!

Spider's eyes darted unceremoniously from enemy to enemy, frantically looking or ANY kind weaknesses that they were harboring. Floater had reappeared, though he looked relatively unharmed, Sparkly was still absent though. Flying Red had been cut loose from Spider's webs, and was hovering in the air above the arachnid along with Zappy. Shiny was favoring her right leg, but still held two shiny beams of light in her hand. Pointy, despite the deep and bloody gash on his legs and back, had his weapons out and pointing a sharp stick (er…arrow) at Spider…Spider HATED pointy sharp things. Metal Man had also returned, though water was dripping down his body and formed a puddle on the ground.

Metal Man had both hands up, the centers glowing brightly and making Spider's spider-sense tingle. "Ready for round 2." Metal Man stated, sounded really annoyed.

At least they all stopped sounding sad and looking guilty whenever they looked at Spider.

Spider slowly eased down into a crouch, his arms on the right were lifted up higher the other ones, and the arms on the left were dropped lower, two supporting and keeping Spider up so the pressure didn't hurt his crouched legs – there was something comfortable and familiar and…safe about this position. Spider bared his fangs, allowing a few drops of venom to splash on the ground.

He was letting the humans know, he wasn't going down without a fight.

"Very well," Metal Man grunted. "Looks like we're doing this the hard way; come on peeps, let's finish this up. I've got a cure to discover." They all moved in.

Spider tensed and suddenly, everything was in slow motion. Metal Man's hands brightened as they got fired up; Shiny was willing bright daggers to fly at Spider and blind him with their glaring light; Floater was disappearing to who-knows-where, Bones had knives out and was running toward Spider's left, whereas Red was coming in from the right. Flying Red and Zappy dived down toward the arachnid, and Pointy was letting loose an arrow.

Rapid memories flashed across Spider's mind, fights with and against all of these people zipped through his brain, carrying with them strategies and defense tactics that Spider was unaware with – yet…they seemed familiar. For so long he had been fighting with only his instincts as a guide, but now Spider had something else, something only Peter could understand. This fighting style was different, something more…controlled….

Everything was speeding up again, something needed to be done or this fight was lost. Spider took a deep breath, and for just a moment forced Peter to take brief control over his body; then the arachnid moved to defend himself. Spider's first upper arms shot a web that went up and caught onto Flying Red's right wing, while the another caught one of Metal Man's hand. His second pair shot a web at Bones feet and at Red's face. The third pair shot the strong, sticky substance at Shiny and a ball of webs at the arrow careening at Spider. The fourth pair aimed more webs at Bones (this time at his face) and at Pointy (as to stop the vault of arrows).

Spider curled his hands around and clutched every web in his hands, then he flipped away from his spot, pulling the webs with him with all of his strength.

The web on Flying Red's wing was jerked abruptly and sent him crashing right into Zappy. The two collided and electric arcs exploded around them, Flying Red shouted as his wing-pack short-circuited and stopped functioning, the two landed on the ground.

The web on Metal Man's arm was forcefully moved into shooting near Pointy, while the other blast blasted the place Spider had been moments before, which is where Floater appeared too and sent him gasping and quickly moving away.

The two webs sent at Bones had mixed results, the one aimed at his feet was dodged, but the web directed at the face got its target, and Bones stumbled.

With Pointy, one web knocked the arrow away, but the archer was quick and another arrow stopped the second web from hitting himself.

Red completely dodged the webs coming at her, and jabbed Spider in a pressure point in his back. Two of Spider's right arms went numb. But then his spider-sense tingled and he ducked down to avoid another hit and swept Red's feet out from under her.

Spider threw a punch at her, but Red rolled aside and stung him with the remaining wrist gauntlet. Spider grunted and swiped at her with his talons.

The light daggers of Shiny cut clean through the webs shot at her, and exploded in Spider's face as he swiped at Red, and effectively blinded him.

Spider screeched, bringing his hands up to rub the bright dots away. As soon as he did, he felt a shot race through his spine and he screeched again. Trying to blink past the brightness, Spider cracked his eyes open – but everything was blurry. He blinked rapidly, trying to speed the healing process, but he was then attacked from the side.

Two of Pointy's sticky arrows hit Spider, one kept one of his feet to the ground, while another forced two of his arms to get stuck to the floor as well. Spider pulled fruitlessly to free himself. Panicked and angry, Spider thrashed around crazily, he swung his arms blindly, which connected to a body with a resounding CRACK!

Spider filled his fangs with poison, and roared with irritation. "Quick, hold him down!" Red shouted from the side. Immedianly hands were on him, and the arachnid was pushed forcefully to the ground, his arms being twisted behind his back and legs being involuntary pressed heavily down. Spider roared again and fought back, but they were all stronger than they looked, and with Spider's awkward position, he would find any leverage to pull himself up.

Spider's head was forced to the ground as well, being held down by several arms; but then he felt something sink into his fangs. Instinctively Spider pumped as much venom into it as possible, hoping to hurt whoever was stupid enough to stick something in his mouth. But no screams or cries of agony could be heard, which greatly confused the arachnid.

"Okay, I got it." Red announced above him. "Sedate him now; we've got to get out of here. The other Infected are already getting past their sedatives."

The pressure lightened just a tad and Spider suddenly had hope. He struggled harder, his roars getting raspier. The humans were all talking above him, their words bubbling together and spilling over each other as they helped at each other to find a full dart-gun. Spider hissed and growled; suddenly just wanting to communicate. Maybe if he could us his body as to signal to them to leave his home, like how he communicated with his Pack.

But they didn't – _couldn't_ – understand. Everything Spider did was lost in translation, and the humans never get the message. He needed a way to talk to them, to TELL them to leave.

Desperately, Spider turned to Peter's memories for help. He remembered words, and voices, and vocal cords and how to work them. Spider's never tried talking like the humans before, but with Peter's help maybe…

Spider heaved heavily, hurriedly trying to get his thoughts in order before he was 'sedated'. "L…Llll….Llleeaa…" Spider started, trying to get his muscles to start proper, and his…uh…voice to work? The humans haven't noticed yet, so Spider kept trying.

"Ll-lee…l-leev…l-l-lleeav –"

"Wait, wait," someone above him shouted. "What's he doing?"

"l-leeve…-u…usss…"

"Oh my gosh! I- I think he's trying to…talk!"

"Is that even possible?"

Spiders eyes furrowed in concentration, "L-leave…u-us…a…allon…alone!"

It was deathly quiet above him; Spider could hear their hearts beats beating hard. They were listening, but did they understand? Spider spoke again, "L-leave us…alone! LEAVE…US…ALONE!" did they understand now?

Spider didn't know, and it frustrated him. Every muscle in his body clenched and Spider hissed loudly, "LEAVE US ALONE!" he bellowed again. "LEAVE US ALONE! LEAVE US ALONE!"

Spider was suddenly filled with anger, it lighting up like fire in his veins and filling his and filling his body with something unpleasant. He needed them to understand. Why did they not understand? Spider growled and thrashed again, he had to get out. He had to get them to leave! "LEAVE US ALONE!" he shouted again and again and again, desperately hoping that the humans understood.

Still pressed to the floor, Spider kept struggling, all while chanting the words he now knew; that is, until, he felt multiple pricks in his skin as something was pumped into his body. Just as soon as they were there, the pricks were gone and the pressure holding Spider down was relieved. Stumbling to his legs, Spider hissed sourly at everyone he saw; the humans were gaping at him, the faces he could see were slack with amazement.

But they weren't leaving.

He tried to take a step toward them, but with two of his arms and a leg stuck, he didn't go anywhere. That didn't matter anyway though, as an abrupt wave of dizziness hit Spider and his shouting stopped as he stumbled again. Looking up, his eyes starting blurring again, smooshing all the colors of the room into one muddled canvas of bending light, the noise blended together into one faint, incoherent buzz.

More dizziness, then a little nausea and Spidey couldn't help the miserable whine that came crawling up his throat as he fell onto his knees, before collapsing on the ground completely. From where he lay, Spider could see his home closing up, cutting off the sunlight that had been spilling in. He hadn't noticed that they were closing before.

Spider whined again, this one was soft with yearning. The sunlight would be gone soon, and so would the sky, and the clouds, and even the Ocean (which Spider still didn't like much). Tiger and Zabu would've loved to nap in the sun, Squirrel Girl would have loved climbing high and feeling the breeze, Triton would've been so happy swimming in the water, and Rhino could have roamed around and sharpened his horn anywhere he wanted without the fear of getting stuck.

But soon it would all be gone, left out while Spider and his Pack were forced in.

Whimpering this time, Spider couldn't tear his eyes away as the walls closed and the light was no more. The obnoxious, loud buzzing filled his head, and the colors all fused together till they slowly rotted into a putrescent black.

Then there was nothing.

 ** _LINE BREAK_**

(Later, back on the tricarrier)

In the Main Deck, heroes, villains, and agents alike all sat in silence. The agents were all quietly working on their computer, most likely making sure their hold on the Academy was strong and connected, so a virus like before couldn't intercede with the S.H.I.E.L.D mainframe again.

Right after Spider was sedated; Cloak had quickly teleported the unconscious Infected farther into the Academy, barely able to make it passed Sector E due to exhaustion. But he still went back and teleported the rest of the weary villains and heroes back to the tricarrier.

Once inside, Cloak had collapsed feeling completely depleted. He, along with the others, was rushed to the Med Bay to be treated by doctors. Everyone involved in the fight was battered and worn – besides the Hulk and Thor who were pulled from their search of finding Spidey in the ocean (not that he was there anyway).

Hulk explained to Thor all that had happened while he was gone.

Meanwhile, the teens that were left in the tricarrier hovered around Med Bay talking to their injured teammates and internally wishing they could have been there to help take the Infected down. Not because it was dangerous, but because the others were so badly wounded that they wished they could've been there to ease up on the injuries.

Steve Rogers was in a secluded part of the Med Bay. As soon Cloak teleported him in there after getting bitten by Spider, he was rushed to be treated and cared for. The venom was extremely fatal, even with the super soldier serum, and especially with how much was loaded into Steve's system.

The venom had slowed down some as the super soldier's body worked against it, but the results were calamitous and no one was sure he was going to survive it. If not for the container of venom Black Widow was able to collect from Spider (as the arachnid was held down) had been held down, then Steve Roger might not have been with them any longer.

As soon as the venom was in S.H.I.E.L.D doctor custody, it was made into a cure and distributed to Steve Rogers. With the venom now getting flushed out of his system, Steve was to be kept within the Med Bay until 100% healthy. Currently, he was resting with an IV needle sticking in his arm.

The rest of the injured were treated to the wounds. Dagger heavily sprained her ankle and wrist, while fighting with Squirrel Girl, but now had both cleanly wrapped in a splint, accompanied with two crutches to help walk if needed. Cloak was resting in the cot next to her, still unconscious, but looking better. Nova was diagnosed with a slightly major concussion and some major bruising (but as always, his helmet protected him from most damage).

Iron Man suffered from a headache, some cuts that made it past his suit, water-logging, and minor bruising. Black Widow had several hefty cuts, the worst being on her head where it was stitched closed, and a broken hand. Falcon was suffering from some 2 degree electric burns (from when he and Electro collided and his wing-pack nearly exploded), and a minor concussion, as well as several bite marks on his legs. Hawkeye was relatively okay, aside from an intense bite wound on his calf and a few broken fingers, as well as some scratches and cuts.

Taskmaster was bleeding heavily from claws marks, as well as some major migraines induced from being the sole-victim of many of Vultures sonic-screams (the assassin assessed and addressed his own words according to his wishes), including a heavily marred hand. Electro wasn't too beat up, mostly because he had just shocked and burnt anything that got too close; but he was suffering from a major concussion and nausea.

Thor and Hulk were okay, Hulk having easily healed from the cuts made from Spider, and Thor was already healing from the scratches he had gotten as well. At most the two just seemed a little chilly from their dip in the ocean.

And even though he wasn't in the fight, Powerman sat in a lonely corner of the Med Bay with a blanket wrapped around him as he worked on getting dry. After jumping from the tricarrier and into the ocean (the wonders of having invulnerable skin) to save Spidey from drowning himself, a S.H.I.E.L.D jet came down and brought him back up where he was taken to the Med Bay and given a blanket.

Despite getting out of the situation in one piece (more or less), everyone was in a very solemn mood. Tony was sitting by himself on a Med Bay cot as he thought to himself. After fighting Spider, Tony couldn't help but have noticed something different about his mutated junior science bro.

The way he fought when he got ganged up on, it had been different from the other times Spider fought. The moves he used were different, more choreographed and planned, and definitely not relying just on instinct. Toward the end, Tony saw a bit of Spider-Man, the actual Spider-Man, in that fighting style.

And how could Tony forget that moment when he looked in Spider's eyes and saw something new there, something gleaming with intellect. Spider's back, beady eyes were no longer JUST black, beady eyes. They held something more, something…intelligent.

Spider was learning, that was obvious from just observing him and the Infected. But he was learning rapidly, almost at an astonishing rate. The way he looked at the cameras; like he knew they were being used to watch him. The way he observed other as they fought, looking for weaknesses in ones fighting style. The way he updated his own fighting style to match the intensity of his battle.

And not just that, but Spider had actually _talked_! For the past few months, Spider has been communicating via body language and animal sounds consisting of hissing, grunting, growling etc… but then he formed actual words; sure Spider had heard them all talk before, but it take times to learn and pronounce syllables.

Spider, according to Fury's footage, has never practiced – or even tried – to talk, and suddenly he's speaking fine within a few minutes. Somehow Spider actually _taught_ himself how to speak.

It was amazing. But Tony had one question: How?

How was Spider learning so much within such a short amount of time? There was no way he could have learned about the cameras, there was no way he could have learned to watch the shipping of food so careful till he could ambush them. There was no way he could teach himself how to speak regularly after months of growling and hiss with no guide to the English language. There was no way for Spider to learn without the guidance of _something_ or _someone._

Hmm…someone…

After seeing how animalistic and wild the Infected acted, especially Spider (even with his growing knowledge), Tony didn't think there was any way that the innocent, teenage heroes beneath were present at all. But…someone was teaching Spider…perhaps even unintentionally…

Maybe…just maybe, Spider-Man really was somewhere under all the instinct and fur.

And Tony was going to find a way to draw him back out.

But Tony was abruptly cut out of his thoughts as a ruckus sprouted up in the Med Bay. He sat up in his cot, peering over the heads of fellow curious standby-ers.

A group of trained S.H.I.E.L.D agents rushed inside the medical ward with their weapons drawn, they quickly surrounded every villain within the room, the leader of the group shouting, "Freeze! Hands above your head, don't make any sudden moves." Electro and Taskmaster jolted to their feet.

"What is this?" Taskmaster demanded, his muscle tensing at the sight of the guards.

"Yeah, what's going on?" Electro shouted, a few stray arcs of lightning shot out and popped in the air.

The group leader kept his weapon trained on Taskmaster, but eyed Electro warily "By order of Nick Fury, Director of S.H.I.E.L.D, you two are to come with me. If you resist authority, we will be inclined to use lethal force."

 ** _LINE BREAK_**

(Meanwhile down in the Academy)

Spider had woken up in a room he vaguely recognized, but he hardly noticed as he realized that he had been moved while unconscious. The image of seeing the sunlight disappear burned brightly in the arachnids head, almost as brightly as…the sun…which he was never going to see again. He shook his head to get rid of the thought.

Spider felt something soft rub against his arms, he turned his head to see that is was Zabu, who was rubbing his head softly against Spiders; as if sensing that the Alpha was in distress. Spider softly cooed at him, and rubbed behind the cats' ears gently. Purring Zabu leaned into Spiders touch, before moving to go help Rhino get up. Spider noticed that Zabu was limping.

A seed of anger blossomed in Spider's stomach at seeing the injuries adorning his Pack's body. Tiger had just woken and immedianly set to licking a wound on her paw, tail flinching irritably every time is sparked with pain; there were several other injures too, cuts, bruises, burns. Squirrel Girl had a few cuts and clumps of the sticky substance Pointy had in his arrows all tangled in her tail. Rhino was lying on his stomach, moaning weakly as he slightly shook his head, as if trying to get rid of some internal pain. Triton was also banged up, his lovely scales looked depressed of color and he was cradling his arm against his stomach. All of them were adorned with slightly bleeding injuries and burns.

Spider slowly hoisted himself up, but quickly went back down as his sides and head flared with pain. Hissing softly, he closed his eyes tightly, before pushing himself up again – more careful this time.

He stood up on his wobbly feet, but swayed and was forced to keep himself up right by placing a few of his hands on the wall for support. Once Spider got over the dizziness, he called out with a short, abrupt grunt.

Immedianly the others replied with a stout grunt of their own, each signifying that, yes they were hurt, but they would be fine. Spider groaned lightly, but nonetheless made his way over to his Pack. He addressed each one individually; Spider spun a web-bandaged around Rhino's head, which Rhino returned with a slight nudge of gratitude with his horn.

Spider took a look at Zabu's leg, and bandaged that too. Same with Tiger's paws (and cuts), Tritons arm (and other injuries), even helped Squirrel Girl get the gunk out of her tail. Only once they were all back into a semi-functional condition, did Spider slump to the ground to dress his own wounds.

Tiger limped over and gave a gentle lick to a cut on Spiders arm, Spider hummed lightly at her so she would know that he was okay. She gave a soft purr back and nudged Spiders head with her own, before lying down next to him and licking her paw again, despite the webs covering it.

Zabu must have felt a little left out, because he came over as well, purred against Spider's side before curling up and falling asleep. Squirrel Girl chittered alone in the corner for a minute, before joining them too. It didn't take too long for Triton and Rhino to slump their way into the nap circle and fall into their own deep sleep.

Soon enough, Spider was the only one awake. He purred and hummed a hand petting behind Zabu's ears absent-mindedly as Spider's thoughts wondered. While he did think about the fight, and the intruders who hurt his pack; what Spider was mostly drawn to thinking was about the world outside.

The sun, the breeze, the salty air, the crisp freshness – even the ocean; it was all so beautiful, and natural, and…real. Spider's eyes flitted over the cold, colorless walls surrounding his team. Spider had thought of them as protective barriers to shield his Pack, but now they seemed more like encasing steel straps closing in.

They no longer seem like something that could be used to keep them alive, but now of something cold and lifeless – these walls held no warmth like the sunlight did. They felt smooth, but at the same time brittle, but cold and lacking existence. Like they didn't stand for anything.

But Spider was snapped out of his brooding thoughts by a low and high-pitched whine. Immedianly Spiders heart-rate picked up, as the thought that the attackers were back to finish them off raced through his mind. But then there was another cry, something that sounded more…wild.

Spiders eye widened, the flying creature. Uh...Vulture, he was still back there, cocooned in the corner. Spider abruptly got up, accidentally knocking Zabu's head and waking the giant cat up. Zabu cocked his head to the side in question, Spider lowly mumbled as another whine pitched through the halls. Spider jut his head in the direction of the noise, before hastily crawling is way toward it.

Zabu got to his feet and hissed loudly for the others to get up. Blinking slowly, the rest of the Infected drifted back into consciousness and glared at Zabu for ruining their nap. Zabu took a few steps down the hall where Spider disappeared before looking back at them and gesturing toward it with his head.

The others got the message and lumbered to their feet. Together they made their way down the halls, following the scent of the Alpha spider, until they came to the room where they fought with the humans. Tiger hissed sourly as the scent of the intruders was still present.

But their attention was just as quickly drawn to Spider, who had crawled up the wall and among the beams above as he searched for something. Soon enough the arachnid found what he was looking for. He picked up a struggling, webbed up bundle that started squirming and shouting muffled squawks.

Spider set the cocoon down on the ground at his Pack's feet, allowing them all to get a good view of their visitor. It was a strange creature, with a long, hooked beak and feathers. A strong band of webs secured the beak shut, but that didn't keep the creature from squawking and screeching.

Squirrel Girl leaned down and sniffed curiously at the new-comer, the creature stopped its struggling for a moment as it watched her approach cautiously. Squirrel Girl sniffed him a few more times, before shooting a questioning look at Spider. **_What is this creature?_**

Spider knew she could smell it too, the same anger and frustration that they all felt. Spider nodded in confirmation, this creature was like them – in a way. Only, it was more like a baby, just starting out and confused with the world around it.

The rest of the Infected took turns sniffing the new-comer, each getting a little more excited as they too realized that they may have a new Pack member. But there was one thing that needed to be done first, before this creature could be welcomed into the family.

Spider grunted at Triton, and pointed at Vulture. Triton nodded and hissed at Squirrel Girl, the two picked up grabbed Vulture by the webs securing him, and dragged him out of the room. At being moved again, Vulture broke out of his curious state and started struggling again.

The rest of the Pack followed behind, Spider being the last one to go. Only, before he left, he stopped and walked back to the wall that had opened.

 _A door._ Peter softly mumbled. Spider cocked his head, a little startled. He hadn't noticed how quiet Peter had been, it was not like him to be silent for so long. Spider crooned a simply greeting at Peter, before addressing the wall – er…door. Running his hand along its surface, Spider pushed half-heartedly at it.

It seemed harder and more stuck than before.

 _They probable weld it shut, just as a precaution._ Peter muttered.

Welded? Spider looked through the memories, and finding pictures of iron and metal being melted together, to keep it melded so it wouldn't break.

Which meant no more sunshine, no more fresh air, or sun, or even ocean. Spider whimpered sadly, feeling as though he lost something incredible precious.

 _Yeah, I think that's what we call: freedom._

Freedom…freedom. That left Spider feeling deeply depressed, the warmth of the sun on fur was amazing. The fresh, salty air had been a wonderful change from the dusty, stale air within Spiders…home?

Was this his home? This structure of cold metal, and dry air; walls that suddenly felt claustrophobic and confining. Spider gazed over the room; his thoughts turned to his time spent here. Someone was feeding them, delivering food designed for their needs. Someone was watching them, Spider could sense it. Were Triton's restrictions with water intentional? And that gas that had knocked Spider out before was it there for only one purpose?

It was then that the truth struck Spider in the chest, the realization leaving him stunned and he had to take a step back. This wasn't his home, it never was; it never had been.

This was a prison; keeping his Pack, his family away from that beautiful world outside.

Now, because of this silent watcher over Spider and the Infected, his Pack would never feel the warmth of the sun, or breathe the fresh air; Triton would never get to bask in the ocean waves. And that was enough to have Spiders blood boiling and his eyes tinting red.

He had been fooled into believing that this was their safe haven, a place where they could live together peacefully. But now that was never going to happen; there was something missing in his Pack. It was their….freedom. Living in solitude was not freedom, it was servitude.

But no more.

Spider's talons scraped against the metal wall, light scratches etching on its surface. Spider was going to get his Pack out of here, they were going to feel the sunshine, and nothing was going to stand in his way.

With a dark growl bubbling in his throat, Spider tore away from the door, and toward the direction of his Pack.

There were some problems he needed to take care of first.

 **End of part 3.**

 **This chapter was a bit of a filler I guess…surprise Spider can talk! I'll always remember his first words: Leave us alone *shakes head and wipes away tear* Ah, I'm so proud.**

 **If you guys are all confused as to why Spider can talk, just keep in mind that he is a HUMAN turned more SPIDER. He is still like a person deep down, he can still learn and evolve, and with the help of Peter, he's just learning and evolving faster. Besides, Spider can still technically talk, he has the vocal cords and vocal muscles for it, but he's been following his animal instincts the whole time, thus why he hasn't talked before.**

 **The rest of the Infected have the ability to talk as well, but they have yet to fully grasp this ability. ;)**

 **So what do you think Nickie has to talk to our villains about? You'll have to wait and see.**

 **So now Spider is aware that he is being contained, and he doesn't like – I'll tell ya that. Well, I'm going camping, so I might be late for the next update.**

 **Also, congrats to me, this word doc now as 101,300+ words (including my planning pages), YAY FOR ME! *throws confetti***

 **And now I'm exhausted, good night!**


	25. New Recruits

**Well, camping was…okay. I mostly go because I like the fishing. (note: I hate eating fish, but I LOVE fishing), I caught a big fish, but only one.**

 **I also lost my ipod somewhere in the forest -_- ugh, that annoyed me! Its like, I had it in my pocket than suddenly it was gone (?) My sister says a squirrel took it. (ha ha sis. Laugh it up, your tablet is next!)**

 **Anyway, I'm back. Camping was okay, not as good as the last few years we've gone, but my parents are debating on going on a family-only fishing trip (YES!) Anyway, here is the chapter you've guys been waiting for.**

 **Thanks for the comments ;)**

The villains were all herded into the debriefing room by guns and agents, each hand-cuffed (a special set just for Electro and Sandman) stripped of weapons and any means of defense (or offense), and chained to the table they were being sat by. "What is the meaning of this?!" Octavius demanded, each of his tentacles were air-locked together, which left him immobile.

Nick Fury stood in the head of the room, his hands clasped crisply behind him as he regarded the villains with one cold, angry eye. While the whole time this Infected problem has been going, there have been many sides to the Director that they have all seen. Sadness (slightly), concern (slightly), agitation (oh yeah), frustration (very much), and violent anger (something no one wishes to see).

But right now, with a complete neutral, calm face, the only emotion detected coming from his one good eye, which was alight with such rage, that it shut the villains, the agents, and even the heroes present right up. Suddenly, they all understood why the Director was so feared.

"Go." Fury ordered the agents who brought the villains in. "Wait outside till I give the order."

"Yes Sir." They all chorused, before abruptly leaving the room. Fury turned to the heroes who were summoned into the room too, and said one word, "Sit."

They all sat.

Now, with everyone watching and attention fixated on the fuming Director, they all waited – no one dared say anything. Nick Fury paced the room slowly, as if gathering up his thoughts and neatly organizing them, before he stood at the head of the table and finally addressed everyone. "What happened out there was no coincident." He stated.

And by 'there' everyone knew he meant the mission regarding Vultures transfer – at the mention, the people with wounds grimaced silently and resisted the urge to rub at their bruises. There really was no explanation for what happened, with the doors suddenly not working on more, and all video footage of the Academy being shut off.

"S.H.I.E.L.D is an organization that prides itself in its security and defense. We do not believe in coincidences. The virus that cut off all our monitors was planted by someone on the inside. The Avengers, New Warriors, Web Warriors, and Ultimates," Nick Fury seemed to sigh when saying all the title, "are all too emotionally in-depth to the situation to sabotage, not that they'd sabotage anyway. Which leaves you eight." His eye narrowed at the villains.

The cons all rolled their eyes at the accusations, "Please," Taskmaster scoffed. "Electro and I weren't even in the tricarrier; we were down in the Academy, getting attacked by _your heroes_ Fury."

"Yeah, besides. I don't even know anything about viruses or whatever." Electro sniffed.

"I was down in your labs looking toward a cure, even ask that Connors of yours! He, along with 8 other doctors were working in there with me." Octavius declared. "In fact, I wasn't even working near any computers."

Nick Fury narrowed his eyes, "The virus could've been planted to go off within a time-limit." He said, addressing Taskmaster, before turning to Octavius and Electro. "You could've planted it Ock when Connor's back was turned. I didn't really think Electro could do it either, but hey, today was just full of surprise." Electro looked like he didn't know if he should be offended or not.

Beetle, was silent as always, but shook his head in exasperation – looking like he _almost_ just might speak up to defend himself. "Well, I don't know a thing about planting viruses and anything technology related." Sandman spoke up. "I mean, you did have me imprisoned on an desolate island for years." He gave Nick Fury a dirty look.

"You all have it out for Spider-Man!" Nova pointed out, interrupting Scorpion who looked like he was going to defend himself as well. "And SH.E.I.L.D, and pretty much anyone in here. It was only a matter of time before one of you did something." He seemed to look pointedly at Taskmaster.

"I wouldn't plant a virus that could end in my demise." Taskmaster refuted. "I too was almost killed down there you litte-."

Hawkeye, who was tipping back in his chair, leaned forward and interrupted with, "So then maybe it was one of the villains up here, who didn't give a crap about your life, Tasky." Taskmaster glowered at him.

"Yeah," Falcon agreed. "It's not like any of you are known for letting people live."

Doc Ock scoffed where he sat, "You say that as if you heroes have never taken a life before." He sneered; a majority of the people tensed. Falcon's eye narrowed dangerously at the scientist, but Ock continued. "Correct me if I'm wrong, but you are working with a former-assassin." He gave a pointed look at Black Widow, who clenched her fist beneath the table. "A monster who's favorite line is 'smash'." He glanced at Hulk, the green goliath growled threateningly. "A S.H.I.E.L.D agent who no doubt had more than one causality during his 'missions.'" Hawkeye tensed, his hands inching toward his bow. "A soldier who fought in a _war_." Captain America, who (despite orders to recover in the Med Bay from Nick and attended the meeting anyway) was still pale, looked down as haunting old memories passed through his head. "And a billionaire who used to sell weapons to whoever would pay the highest." Iron Man glared spitefully at Ock, a vein bulging in his neck.

Smirking at their reactions, Ock turned back to Falcon, "I'd say the only one on your _team_ of _heroes_ who hasn't killed, would be you, Falcon; which begs the question." Ock leaned forward a little bit. "Have you ever killed anyone?" Falcon was gritting his teeth.

"That's not the same!" he declared hotly.

"Isn't it?" Taskmaster stipulated. "I suppose you, all of the Avengers, are just innocent, little boy scouts," a glare from Black Widow. "who haven't shed blood before. And its only a matter of time before these younger heroes," Taskmaster looked straight at the teens. "Start doing it too."

The teens all looked affronted at the thought of killing; when working with Spider-Man, you realize that he has a strong affliction with killing someone, and if ever the thought was even mentioned it was quickly shut down. So killing was not something the teens were EVER allowed to even really consider as an option.

The Avengers didn't seem to like it either, "Leave them out of this." Iron Man growled, as if the very thought of the teens even hearing the k-word would somehow make them actually consider it. Taskmaster simply shook his head and leaned back in his seat.

"We're getting off track." Nick Fury notified.

"Are we?" Scorpion demanded. "You think that just because we've done a few bad things, that were filthy and rotten. You all," he pointed to the Avengers, Nick, and the teens. "think you're all innocent, do-gooders, when really you're all just as bad as us."

Hawkeye stood up quickly, his chair falling on the ground behind him as he did, as he regarded Scorpion with fire in his eyes., "But the difference between _us_ and _you guys_ , is that we made a change for the better! F.Y and freaking I, we're saving the world from people like _you_!"

"I don't even care about this outside world!" Scorpion snarled. "All I want is to be the rightful ruler of Kun'Lun, I deserve it more than _Iron Fist_!" he spat the name like it was poison. Iron Fist, from where he sat, tensed and glared icily at Scorpion. "Being a ruler is about trusting in those who are loyal to you and caring for all who stand with you. Your mind is filled with the thoughts of glory and greed, with them you will never qualify to be a leader." Iron Fist retorted with a sharp, but calm, tone.

Scorpion growled angrily, "What do you know of leadership?" he demanded. "All you've been doing is prancing around in this outside world, doing meaningless things, instead of performing you're _rightful duties_ to Kun'Lun! You think that idiotic, blundering fool you call a leader is teaching you anything? Spider-Man is a nuisance and is poisoning your mind!"

Iron Fist stood up fast, his fists was aglow with intense power that seemed to crackle and twist around his hand. "Spider-Man is everything a leader is and should be; he is loyal to his team, he cares for everyone, and he helps anyone who needs it. He's taught me more about leadership than anything within the scrolls or our history back in Kun'Lun. He's not poisoning my mind Scorpion, he's enlightening it. In fact, the only poisoning I can think of is YOU, a brother from Kun'Lun, attacking and poisoning me back on the bridge, because you were blinded with jealousy." The monks voice was filled with raw anger and aggression, something that is rare with Iron Fist's usual calm and collected demeanor.

Scorpion was struck mute for a second, he (along with everyone else) surprised with Iron Fist's spiteful yelling. But before Scorpion could recover and come up with a retort, Nick Fury's communicator beeped and the face of Dr. Connors appeared on his wrist device.

 _Thank goodness_ … Nick Fury thought wearily to himself. "Yes, what is it Connors?"

"Something is happening in the Academy." Connors replied, eyes wide. The doctor look sleep-deprived, his eyes were red and droopy, his hair was a mop of tangles, and his clothes were wrinkly as worn. "I think you're going to want to see it."

Nick Fury decided to bring up Connors lack of caring for himself later, "Link us in." the Director approved. His wrist communicator turned black again, and a moment later a holographic screen popped up and flickered to life within the Academy:

 _The Infected were all in the training room, the one holding the (still-hostage) S.H.I.E.L.D agent; who at seeing the Infected arriving, scooted fearfully further to the wall clutching his still-healing arm. But the Infected didn't even blink an eye at him._

Nick Fury rubbed his temples at the reminder that they had also failed in retrieving the agent.

 _Triton and Squirrel dragged a kicking and shrieking Vulture, though because of a band of webs wrapped around his beak, the shrieks were muffled and harmless. The two threw him in the center of the training room; Spider walked in a moment later. He hissed at his Pack, and they all immedianly went and sat patiently by the wall._

 _Vulture was still squirming on the ground, kicking and writhing like a deranged worm. Spider approached him, which made the bird-mutate shriek and struggle harder. But that was quickly put to an end as Spider pounced, and held Vulture down fast, so he was pinned on the ground._

 _Vulture squawked indignantly, eyes narrowed with anger as he thrashed crazily. Spider grabbed Vulture's head and held it down on the floor, aggressively leaning in Spider hissed harshly at Vulture, opening his maw widely to show-off his poisonous fangs._

 _At seeing the fangs, fear leaked into Vultures eyes and he shrieked fearfully; and struggled harder. Growling this time, Spider squeezed Vulture a little harder and positioned his fangs over his throat. One simple snap, and Vulture would be done for._

Fury pressed a button on his wrist device, signaling Connors to get ready to gas if needed.

 _But Vulture seemed to pick up the message too, and he stopped moving. He made a small noise, and lowered his eyes so he wasn't looking into Spider's six anymore._

 _Vulture obediently submitted to Spider._

 _The arachnid, in turn, crooned encouragingly and got off Vulture. The bird still didn't move. Spider bent down and, with one sharp barb, smoothly cut the webs from Vultures body, without hurting the body beneath. But it seemed Vulture wasn't done fighting just yet._

 _Once free, Vulture thrashed and caught onto Spider's chest with his talons, making several cuts. With a few floppy flaps of his wings, Vulture rose in the air, a few straggling webs hanging off his wings like lace. Vulture scratched off the webs holding his beak shut with a talon as well._

 _Now completely free, Vulture gave a victorious shriek, an energy blast go up and exploding against the ceiling._

 _At seeing their Alpha hurt, the rest of the Infected immedianly got to their feet to help. But Spider grunted at them to stay put, which they regarded with annoyance, but grudgingly sat back all the same. Spider touched his wound disdainfully; almost seemingly rolling his eyes (as if he was only annoyed that Vulture had fought back and hurt him)._

 _Vulture must've been feeling pretty cocky from out-smarting Spider into trusting him, because the bird turned back to the Spider and took a bold dive at the arachnid. Spider simply side-stepped and Vulture swooped past and almost hit into a wall. But the bird was able to gain his bearings, and soared back up by the ceiling._

 _Spider hissed at Vulture, a simply warning. Vulture responded by sonically attacking Spider this time. The arachnid dodged, and landed on the wall. Vulture squawked, before attacking again. Each time though, Spider dodged, scaling smoothly higher and higher up on the wall._

 _But with Vultures contained fury, the bird was relentless. He alternated between swooping down with his claws and shrieking a sonic blast. But each one was avoided._

 _Getting more and more frustrated, Vulture started getting reckless. He made sloppy arcs, and starting misaiming with his blasts. After several minutes, Vulture started to slow down as weariness bore down on him. His flapping started getting sluggish, and his squawks were getting weaker._

 _At finally seeing an opening, Spider moved with fascinating speed up the wall and onto the ceiling. Before Vulture even realized, Spider jumped from the ceiling and right on the bird. Both tumbled to the ground, Spider landing on top of Vulture roughly. Though right as the landed, Spider flipped off, shooting two webs that connected to Vultures wings and threw the bird into the wall._

 _With a pained cry, Vulture fell back down, his wings twitching harshly. Not even breathing heavily, Spider walked over to Vulture and slammed a few fists into the ground, near the birds head, while a few others grabbed his wings (barbs slightly digging into the soft flesh) and then roared with such ferocity, it echoed within the halls of the Academy. Vulture shrunk away, making himself look as small as possible, this time really unable to look at Spider straight._

 _It was silent for a moment, Spider hissed and Vulture flinched away. Crooning softly this time, Spider slowly let go of Vultures wings and backed a few inches away. Vulture remained where he was for a moment, before looking up in confusion and slowly getting to his feet as well._

 _Spider grunted at him, Vulture back up a little, still making himself look small. This time, Spider purred soothingly, deep in his chest, and moved closer to the bird. With steady fingers, Spider wrapped up the small cuts he made on Vultures wings with a web-bandage._

 _Vulture seemed surprised with the care Spider had, and looked up at him with slightly crazy, yet wondrous eyes. Spider purred a little louder, and stroked Vultures wings softly. The bird cocked his head to the side, lookin confused with the intimacy. Spider stopped his humming to make a small chuckling sound, as if amused by Vultures confusion._

 _Spider walked a few feet away, before stopping and motioning for Vulture to come along. Hesitantly, Vulture took a few steps toward the Spider, a small look of unease blooming in his features. Spider crooned gently, and coaxed Vulture a little further. The bird, feeling a little better, drew closer till he was at the arachnid's side._

 _Spider hummed appraisingly, before addressing his Pack with a happy croon. Immedianly the Pack was up and surrounding Vulture. The bird squawked in surprised at first, startled at the sudden rush of creatures. But with a gentle hand on his back from Spider, relaxed a tad._

 _Squirrel Girl was the first to greet Vulture; she chittered happily, before producing a shiny bolt (seemingly out of nowhere) and gave it to Vulture. Vulture took the bolt in astonishment, holding it in his talons like it was something incredibly special. Squirrel Girl chirped approvingly._

 _Next was Tiger, her greeting wasn't as warm. She eyed Vulture like she was sizing up a toy, she gave a small hiss at him her tail flicking to side curtly, before giving him a tiny purr._

 _After Tiger was Zabu, who immedianly ignored personal pace and rubbed his head against Vultures wings, enjoying the feel of the soft feathers on his fur. He purred and gave Vulture a comforting lick._

 _Triton sniffed at Vulture curiously, as if trying to smell something familiar on him. At smelling nothing, Triton shrugged with disinterest, but gave Vulture a small nudge of greeting._

 _Finally, Rhino, who gently rubbed his horn against Vulture, grunting in welcome. Vulture squawked again, this time sounding happier as he examined all of the Pack members. The bird still had a lot of random anger and aggression in his system, but Zabu and Tiger would be more than happy to play it out of him._

 _But the welcoming was interrupted as the attention was drawn back to Spider, who had scurried away from the group. The arachnid climbed up the wall, and halting in the corner of the room, right in front of the camera that was videoing the exchange. Spider looked into the device, eyes cold and hostile, as if he KNEW that he was being watched this very second._

 _The arachnid remained in front of the camera for a moment, muscle tensing as anger flooded his features – for a moment he looked ready to jump and sink his fangs right into the device. But he didn't._

 _Spider took a few deep breathes, as if calming himself. His jaw twitched and opened a little – for a moment, Spider looked ready to say something, talk like a regular person like he had before. But then he must've changed his mind, because instead his eyes furrowed into a vindictive glare and he hissed enraged, his fangs glinting in the light, shadows crossing his face slightly, making him look ghastly and inhuman._

 _Then, with one clenched fist, Spider shot forward and grabbed the camera, and crushed it in one mighty hand._

 _The screen went black._

The heroes and villains all watched in amazement. "You've got to be kidding me." Captain America muttered, running a tired hand through his messy hair.

Connors voice came back in through Fury's communicator, "Sir, the rest of the Infected are running through the Academy; they're smashing ALL of the cameras. We're blind from the outside."

Nick Fury grit his teeth together, "Damn it!" he cursed seethingly.

Farther down the table, Kraven addressed them all, "After seeing that, I'd say you need our help more than ever." His face was neutral, but his eyes held an excited glint to them.

The scary thing was, Kraven might just be right.

 **DONE! What'd ya think?**

 **So Spidey and his Pack are crushing the cameras – yeah you make a stand my eight-armed baby! Rebel against your captures! WHOO HOO – wait…should I even be rooting for him? Aw, well…I can't help it. Spider wants to be frrreeeeeee!**

 **Anywho, people have been asking: How much more of this fic is there?**

 **My answer: What? Is my writing that bad that you want me to hurry up and finish? (JK)**

 **Real answer: Do not worry, this fic is approaching its e** **end – in due time.**

 **On a second note, I got a surprise for you all!...on the last chapter of his fic, is when I reveal the surprise. No hints, you'll just have to see when it comes. Heeheehee #evilauthor**

 **Tell me what you think of this chappie! Until next time!**


	26. Afterwards

**Hey guys, sorry about the late update. School started up again just the other day, and you know what that means…slower updates. Sorry, I have to focus on school too.**

 **Also, my W-key on my keyboard is starting to malfunction, so sometimes when I'm typing it will stop working, and I can't use any W's. So I'm pretty much writing like this: riting ords like this is the orst (translation: writing words like this is the worst). And then the S-key, and X-key stop working so I'm writing like this: riting ord like thi I the ort. Yeah, it sucks.**

 **But they end up working again eventually, but that doesn't mean its not a pain in the butt. And that fact that two of my keys lost the covers on top of them, I have to push the little nubbies instead, and that's annoying. So, those two things are really going to slow me down.**

 **But please just bear with me.**

 **Thanks.**

 **Anyway, on with the chapter.**

Nick Fury sat rubbing the temples on his head, watching the screens that usually displayed the video footage taken from the Academy. But after Spider and his Pack ran through and smashed every camera in the Academy, the only thing the screens showed now was the disorienting image of white and black static buzzing on the monitors.

Nick wasn't even sure how Spider even knew where all the cameras were located. But apparently he did, which left Nick with a big problem.

The Director had all of the villains put securely back in their cells, but the words of Kraven still always found their way back into his thoughts: _I'd say you need our help more than ever_. Ugh, the Hunter might actually be right. There was no way Nick was going to send his agents in blind, heck even the Avengers had a hard time against the Infected.

Besides, with Ock's help they _had_ actually gotten closer to a cure, which was a big relief to Connors. Electro and Taskmaster had been helpful with keeping the Infected within the Academy (well sort of, Spider DID get out). Even Kraven's extensive knowledge of animals has been beneficial with coming up with possible weaknesses, or even suggestions to how their pack-like relationship works. So far the only ones who weren't doing anything was Shocker, Beetle, Scorpion, and Sandman. Of course Shockers gauntlets could come in handy, as well as Scorpions special poison; Beetle's hacking skills could help with getting back into the Academy, if it was needed, and having a man that could turn into any shape could be REALLY useful.

But Nick wasn't an idiot. That malfunction with the monitors before was no coincidence. Someone had uploaded a virus and it had sabotaged the tricarrier and left Nick's troupes stuck down there with an enemy, and that could not be ignored! So far the only suspects he had were mainly Beetle and Taskmaster, but Taskmaster was down in the Academy, and Beetle hadn't moved once from where he had been sitting (alone in a corner of the room, away from any computer). And Nick just didn't know what to do. He could always add more security and guards to watch the villains, but that was still risky – especially if the culprit decided to do anything else.

Right now though, Nick Fury needed to get eyes back in the Academy. It's no secret that Spider is gaining knowledge, and as he develops, his Pack might as well; and Nick hated to think about what the Infected were doing. He still had some trang gas that could still be flushed into the Academy, but it wasn't that much, and Nick preferred waiting until the moment was just right – not that Spider was going to make it easy anyway.

And if Nick was going to fight against Spider and his Pack, then he wanted to know everything he could about what Spider could be thinking, and possible courses of action he might take. "Take Kraven to interrogation room D3." Nick ordered an agent who had been standing by for orders.

The agent nodded, "Yes Sir," he turned to carry out the order, but Nick added before he left "Has Agent Coulson reported back yet?"

Aunt May has been a wreck these last few weeks. Nick Fury didn't want her up and about the tricarrier, she was taking this hard enough as it was, and he especially didn't want her up here with the villains. Agent Coulson had been keeping her company back in Queens, but the woman was getting anxious. She was a stress baker; Coulson reported that he didn't think he could take eating anymore butterscotch cookies before he had to take time off S.H.I.E.L.D to lose weight.

The agent shook his head, "Agent Coulson is still inactive. I'll notify you as soon as he reports in though."

"Good." Nick Fury approved, and the agent took his leave. The director stayed where he was for a moment; taking a small, hand-sized tablet out of coat pocket, he turned it on. The screen brightened, showing the S.H.I.E.L.D logo floating and twirling slowly in a circle. A small hole on top of the screen glowed, as a white light shone out of it. The light found Nick's eye and scanned it, before beeping green and going to the main page.

Nick tapped an icon on the tablet, which darkened for a fraction of a second, before flicking into the cameras located throughout the tricarrier. The first camera showed the Dorms, where Nova was lying on his bunk, one arm dangling solemnly off the cot and swaying slightly, his helmet was off displaying a mop of unkept black hair that stuck up messily in a few places, and a bandage that was wrapped cleanly around his head; brown eyes looked shaded and downcast, not at all bright or excited like Nova usually was. His other free hand was carefully placed under his concussed head; a blanket was half-way off his lower body. It was surprising to see the kid not flying or hovering with any of his friends, he was usually very social. But there he lay, lonely and dormant in the dorms, by himself.

Frowning slightly, Nick swiped the screen which brought him to the next camera. This one was in the labs, where Doctor Connors was working. The scientist was hunched over a counter, peering inside a microscope, his one good arm adjusting the machine a few times. The scientist didn't look good, appearance wise. His blonde hair looked shaggy and stringy, his lab coat was ruffled and wrinkly, a few tiny smudges dotted his clothes, looking a little like the remains of greasy take-out. The scientist remained immobile for a moment, searching for something - anything - that could benefit his research. But it must've eluded him, as the scientist growled harshly under his breathe and aggressively shoved the microscope away. Connor sighed disheartened, and removed his glasses to rub tiresomely at his baggy eyes. Months of tiring work pressed against the weary doctor, making him look as if he's aged 30 years. His frown deepening, Fury slid to the next screen.

This one was in the training rooms, there was a much bigger crowd here. Captain America was in the corner, punching endlessly at a punching bag, skin still a little pale, but there was a certain fire in his eyes. Cap looked as though he wasn't even aware of Agent Venom and Power, both looking distant and deep in thought, who were watching. Black Widow was sparring in hand-to-hand combat with Hawkeye, though both didn't look like they were really putting forth much effort. The moves seemed slower, and less precise as they traded lazy swings, a thoughtful as trained. Kazar was also in there, he sat alone in the corner of the room, closing his eyes and breathing deeply, and Dagger who was reading a book of White Tiger's on the floor. Kazar would grimace every once in a while, as if trying to sense his brothers presence, and Dagger would stare off into space distractedly from time to time. Cloak was beside Dagger, those two were hardly ever far from each other; he just lay his head on Dagger's shoulder and closed his eyes.

Fury swiped to the next screen, where Amadeus Cho was working in a classroom. Nick knew he was working on a cure as well, and noted to himself to see if the teen found anything. The child genius was muttering darkly under his breath as he looked through a pile of papers that looked soaked and greatly smudged. Cho had another paper next to them, where he'd write something down, look at the other ruined papers, before scribbling something else on his paper. But something must've gone wrong, as the teen angrily grabbed the paper he had been writing on and crunched it up in an angry ball and threw it across the room with a shout of fury. Turning back to the other papers, Cho swiped them all away with a single sweep of his arms, and watched as they scattered and floated onto random places on the floor. The kid sucked in a deep breath as he ran his hands through his hair in frustration, still muttering indistinguishably to himself.

The next camera showed Iron Fist roaming the halls of the tricarrier, looking to be avoiding the prison cells as best as he could, while his fist occasionally sparkled and glowed. It took a lot to rile up a kid like Iron Fist, but something was definitely under the Monks skin.

The next was Tony and Sam Wilson, who were in their own lab, talking about different formulas and methods to use. A moment later, Bruce Banner walked in, which actually surprised Nick. Hulk didn't usually revert back to Bruce, but supposedly someone had convinced the green monster to back down and let the inner scientist shine through. Bruce's intellect could definitely come in handy; Nick wasn't sure why Hulk hadn't changed back before, but now that he was Bruce Banner, Fury wasn't that annoyed. And finally Thor, who was being debriefed, by an agent, about the things that have been happening the last few months.

Thor's emotions were a cocktail of anger, bewilderment, sadness, frustration, and guilt. The Asgardian muttered apologies to Hulk for interrupting his interaction with Spider was he was told more.

They were all a mess. Nick never imagined that something like Spider-Man, White Tiger, Triton, Rhino, and Squirrel Girl mutating could leave their team mates (and Avengers) so distraught. But it was plain to see.

Nick turned off the tablet with a tired breathe and slipped it back into his pocket. He'd worry about the emotional state of the heroes later, right now he had a hunter to interrogate.

 ** _LINE BREAK_**

Kraven was pushed roughly into a metal chair which had been bolted to the floor. A pair of strong, heavy-duty cuffs held his hands securely together, but was chained to a small, crescent metal loop anyway for precautionary reasons. "What am I doing here?" Kraven demanded, but the guards who had brought him in didn't say a word.

The hunter growled in annoyance, but it was obvious that yelling and demanding would get him no answers. There was nothing he could do but sit there and wait until whoever it is he WAS waiting for, would show up. Kraven clasped his hands together, and smoothly leaned the metal table, also bolted down, so he was sitting comfortable.

But the seat was still unpleasant, and the cuffs dug into his hands if ever he tugged on them the wrong way. Thankfully though, he wasn't subjected to this position for long, as the door to the side of the room whooshed open and none other than Director Fury strolled in.

With a few long, strong strides Nick crossed the room and took the seat opposite of Kraven. The Director regarded Kraven with one steady, steely eye, his mouth was pressed into a stoic, thin line. "What do you want Fury?" Kraven asked, though inside, he knew exactly what Nick was doing here.

"Tell me everything you observed and know about Spider and his Pack." Was all Nick stated, his calm expression never wavering.

Kraven, on the other hand, smirked widely and stroked his beard with one of his hands, though it did cut into his wrist slightly. "That is no way to say please." Kraven mirthfully teased. "I would've thought that you acted better Fury."

"Cut the crap Kraven; I don't want any games." The Director had a grim look on his face, one that said he wasn't taking any jokes right now. But Kraven wasn't down. The hunter grinned smugly and leaned back into his chair, "And what do I get out of helping you." He demanded.

Nick Fury easily suppressed the growing urge to throttle Kraven, and instead settled on leaning back in his chair as well. "What you get out of this Kravinoff, is me not adding several more years to your life sentences in S.H.I.E.L.D, what you get is finally doing something good in you're otherwise pathetic life. Besides, do you think it's the smartest move pissing off the guy that can make your time in prison a living hell?"

Kraven ran Fury's threat over in his head. While it would be amusing to annoy the Director, he still made an excellent point. Kraven couldn't care less about doing good in his oh-so 'pathetic life'; but Fury COULD make the remaining time in here horrible, and the hunter wouldn't actually put it past Nick Fury to do so. So the hunter sighed in disappointment, but stopped leaning in his chair. "Fine Fury," Kraven gave up, "I will. But on one condition…I get to help with observing the Infected more."

Nick Fury narrowed his eye at Kraven, clear suspicion in them. "And how do you plan on gaining anything by watching the Infected?" the Director demanded.

"I am a hunter Fury, I pride myself in knowing and observing all creatures of Mother Natures – as far as I'm concerned, your Infected heroes are simply animals that need to be watched and thoroughly examined."

" _Watch_ how you word your sentences," Nick Fury growled, for once showing hostility toward Kraven. "They may have mutated, but they're still my heroes, and I won't have you talking like they're a bunch of wild animals that could serve as potential trophies." Kraven rolled his eyes slightly, "So do we have a deal?" he asked again.

Nick thought for a moment, _I better not regret this_ he thought to himself, before saying to Kraven, "Very well, if your tell me what you know, and it's actually HELPFUL, I'll allow you to observe the Infected once more." Kraven smiled triumphantly, as if he already won something. "But be warned Kraven, I will be watching you 24/7, you step so much as a centimeter out of line, and you're sorry ass is going right back in a S.H.I.E.L.D cell before you can even blink." Nick added threateningly.

Kraven ignored the threat. "Then where shall we start."

"With Spider-Man, I want to know what's going on in his head."

So Kraven started, "The Spider is Alpha of the Pack that much is obvious. Only, he doesn't act like any regular Alpha over a Pack would. Most Alpha's rule over the Pack in a kingly manner, they eat first, they get first choice to everything, they get the females, and they decide how the Pack functions. Spider, on the other hand, allows his Pack to eat first, he allows them to wander around and do what they want, as long as he knows their safe. He also has taken no mate, which is odd – his instincts would shoot him toward reproducing right away and as quickly as possible. But I believe he can sense the other breeds around him, he knows how their different, and that mating could prove risky, especially for the female carrying. Spider bases his Pack on more a of a family, or team. He is leader, they all have their different aspects. Though, like any of Alpha, if his Pack doesn't listen, then they will get punished; Vulture proved that much."

Nick Fury remember how Spider always fought until his opposer subjected to him. He was teaching them a lesson for not listening.

"But it also seems like an initiation test." Kraven continued. "If they subject to him, he will care for them and accept them into his Pack. If they reject Spider and continually fight back…" Kraven trailed off, a tad ominously as he thought deeply to himself. "Well…it wouldn't be good. But so far they have all submitted to him, and unless there are any more infected creatures hiding in your Tricarrier, then I do not think we have a problem." Nick glared at him.

"Spider is evolving, rapidly. According to your data, Spider had been aware of the cameras a while ago, he seemed to sense them and hiss at them. Same when transporting their food, he figured out something was going on, and decided to investigate; he even planned an ambush, which ended up with one of your agents as a hostage. This is because Spider is, somehow, still evolving; not physically, but mentally. He's thinking, learning about his surroundings, and connecting things together. He's memorizing patterns, observing fighting styles, coming up with more devised attacks of his own – and if I'm correct, and he is more connected to his Pack, then he'll probable teach the rest of the Infected as well. An Academy full of smart, powerful, instinct-driven creatures is a VERY bad position to be in."

"Yes, yes." Nick said a tad frustrated. "But there is no way Spider should be able to learn so much in such a small time; he was talking down there, full human sentences. How does he know how to speak if he hasn't had any way of being taught – listening to the Avengers or anyone else talk briefly isn't enough to suddenly develop the power of speech, none the less putting together his own sentences and making sense of it all."

Kraven hummed in agreement, scratching his chin a little. "True. I have a theory about that, but I'll need more time to observe, before anything can be conclusive."

Nick made a noise of frustration, but took a deep breath and replied, "Continue,"

Kraven did. "Spider is Alpha, so he is the ultimate protector of the Pack, but Spider seems even more in-depth with that instinct, more than usual."

"Well, before Spider-Man had gone completely feral, he did promise to protect the others." Nick admitted.

"Interesting," Kraven muttered. "I have a theory for that as well, but I need more time." Nick nodded and motioned for him to go on. "So Spider is dangerously protective of his Pack, that much is very clear, he is bent on making sure they're all safe with the best conditions. Thus allowing Inhuman to continually remain in the showers, and the Squirrel scavenge for things to collect, and even the Rhino when he rubs against the walls. After we attacked him in his territory, it set off alarms bells in him. He was dealing with superior, powerful beings who could hurt them. We've become a known threat, and now top of the list of Spider's enemies. Spider is also aware of the outside word; he's tasted freedom Fury, and that is something not many creatures forget."

The Director took in the information, a million thoughts burning through his head.

Kraven went on without waiting for Nick's reply. "Now that he knows there is a better world for his Pack, I bet he's willing to do everything to get them there. Spider broke those cameras so you couldn't see anything he was planning, because he KNOWS that is how you watch them. But he was also making a statement; he was sending you a message, telling you that he is done with your interfering and that HE is the boss now. Crushing the cameras was a warning to all of his enemies who are watching."

"And what would you suggest for me to do, to prevent Spider from actually leaving the Academy?" Nick asked.

"Strengthen your barriers," Kraven immedianly responded. "Thicken the walls, floor, and ceiling. The Rhino is extremely strong, and it's only a matter of time before Spider figures he can use that muscle to get out."

Nick decided that was all he needed for now. He pushed his chair out and headed for the door, giving the hunter a small thanks. "What about our deal?" Kraven shouted after the Director. "You promised me more time observing that Infected."

Nick's back was turned, but he smirked mirthfully. "The cameras are down Kraven, you have no way of _observing_ the Infected, remember?" Nick walked out of the cell shouting over his shoulder, "But I'll be sure to notify you once a few cameras magically start working again."

The yell of rage that followed was enough to lift Fury's spirits slightly.

But he wasn't joking about the cameras. While they may not magically start working again, Nick still needed to get eyes back in the Academy, it was too risky going blind with this threat.

The only way to get visual back in the Academy, is to put some hidden cameras in their manually. And there was only one person who Nick could think of who would be able to successfully sneak inside the Academy and plant hidden cameras without being detected. A skilled tracker, a hunter, and a fighter.

But until they got here, Nick needed to work on strengthening the walls of the Academy. No Rhino was going to bust down his walls if Nick could help it.

 **End of chapter!**

 **Once again, super sorry about the long wait – I'll try to be faster next time.**

 ***sigh* Have I ever mentioned how much I LOVE talking to new people, especially fans of USM? I've had so many people messaging me while writing AI:IH, and its so great! I feel loved guys, I really do. Please keep talking to me, I love it!**

 **Also, I've been talking to a wonderful person on FF, his name is Aferus, a really sweet guy. Anyway, we've been talking, and I was wondering: How would you guys feel if I set up a USM Community Forum? Like, just a place all of us USM fans can go to talk to each other, geek over things together, get advice, give advice, and just hang-out?**

 **I'll be there, of course, and if you guys have any questions or comment about Infected Humanity, I can talk to a quantity of you at the same time. Would you guys like that? All USM fans can go, people can connect through ships, fics, and interests in the show. I think it'd be great!**

 **But what do you guys want? Want the forum or not?**

 **Please tell me below in the comments!**

 **Love you all, I'm going to try and update "Reticent Monsters" in a few days (if I can manage). Thanks again for your patience! ;)**


	27. Extra Help

**Hey guys, I hope I'm not subjected to updating every two weeks. So, I'm sure you guys all noticed the title above, and if you didn't…look again.**

 **Yep, there's my title. Animal Instincts: Infected Humanity (Book- Oh…oh what's that? What does it say? BABAM! BOOK 1! Yep, that's right my readers, your eyes are not deceiving you, Animal Instincts: Infected Humanity (Book 1), the first book of my Animal Instincts trilogy. And you thought this was going to be one book *laughs* Oh no, I have much more in store, believe me.**

 **Well, some of you guys DID guess that there was going to be another book, so kudos to those who figured it out! I was going to wait till the very last chapter to reveal that, but eh, I decided I didn't feel like waiting. :P**

 **Super excited about the latest episode to Ultimate Spider-Man, I did a review of it on my tumblr: ultimatespidermanfeels . tumblr . com, so you guys can check that out if you want. Let's just say my review involved Blood Spider as Dr. Robert Neville from "I Am Legend". Spider-Man is Anna, and Kid Arachnid is Ethan XD**

 **Anyway, enjoy this chappie! Also, I have a surprise for you guys at the end of THIS chapter, *wink wink* but don't cheat and scroll down to read it first! Go through the chapter then you can read the surprise! Enjoy this and what is to come! ;)**

After his talk with Kraven, Nick Fury got to work reinforcing the Academy walls to make sure the Infected weren't going to bust the doors or ceiling down. Of course building stronger walls inside of the Academy was out of the question; with how bad the last few times entering the nearly-abandoned school went, Nick didn't dare send anyone else in.

So, instead, he was building up the walls on the outside. Adding several more feet of thick, heavy-duty sheets of iron to thicken and strengthen up the outside exterior. The drilling and building was no doubt causing a panic within the Academy, even with the disabled cameras that much was sure to be true, but it had to be done.

Speaking of disabled cameras, Fury needed to get that fixed pronto.

He contacted someone, a mutant in fact, who has the ability and extra-keen senses to sneak into the Academy (undetected) and manually set up a few cameras, where Spider and his Pack won't see. Not many mutants would risk themselves to do that, but this particular mutant was a bit…special. Not Deadpool special, ugh – definitely not. But close enough.

"Director Fury, Wolverine has just arrived." An agent quietly announced to the Director, walking up and leaning in close so only the two could hear each other. Nick nodded in understanding, "Good, send him up to my office. I'll be up there soon." The agent muttered a crisp "Yes Sir," and was off once again to do as he was told.

Nick Fury glanced down at the progress below on the Academy, hoping – praying – that nothing bad would happen when he stepped into his office. Everything he's tried with the Infected always ended up blowing in his face, certainly adding a few extra, extremely strong sheets of iron to the Academy couldn't end in mayhem and injury.

But Fury really didn't want to jinx himself either.

With one last sweeping glance, the Director turned on his heels and headed to his office. It was a short journey, though he didn't see much of the lingering heroes as he went. The teens took a breather from the Tricarrier by going to the city and patrolling, Nick figured they all needed the extra stimulation anyway – beating up purse-snatcher might help get rid of that growing frustration. Besides, ever since the gassing of the Academy, crimes rates have shot up in New York and Manhattan.

Spider-Man was the one who usually went out on patrol, occasionally bringing some of his teammates along. But as soon as the news-crews got their hands on the story that Spider-Man a some of his teammates were in 'critical condition' and unable to perform their heroic duties, it was plastered on every screen, video, newspaper, and billboard in New York and Manhattan. Robbers and muggers decided it was a good day to come out of hiding, since their #1 wall-crawling, bad-guy fighting vigilante was out of commission and unable to throw them back in the hidey-holes they crawled out of.

The Ultimate New Warriors felt guilty about the overflow of crime, especially because Spider-Man worked so hard to contain it, so they took the last few days away from S.H.I.E.L.D, and the Avengers, to patrol and help the police wherever they could, only returning back to the Tricarrier at the end of the day for sleep and the occasional meal. Last Nick checked, the crime-rate was dropping steadily by the day thanks to the teens effort – as it should.

But even with the absence of the teens, the Avengers kept to themselves a lot as well. They could still be seen in the halls, or grouped together and discussing over something in a hushed manner, but other than that they waited patiently for anything they could do to assist with the situation. Captain America, Hawkeye, and Black Widow were all outside helping build up the Academy, or watching over the procedure in case any problems sprouted up. Whereas, Tony was starting to get progress in the labs, with the assistance of Sam Wilson and – now – Bruce Banner.

Having earlier talked with the recently transformed scientist, Nick discovered that it was Natasha who had convinced Hulk to morph back into the doctor till Hulk was needed again. It didn't take too much persuading, and not soon after Bruce Banner could be seen working beside Sam and Tony, wearing a fresh pair of clothes and a new lab coat.

Nick Fury walked into his office, the doors smoothly opening for him, as he approached his desk. Wolverine was already in the room, leaning against the Directors desk with his arms crossed casually, a fat cigar hanging out of his lips with a small drizzle of smoke floating from the tip. Unlike the last few times Wolverine was here, the mutant wasn't dressed in his usual yellow and black/grey/blue outfit. This time he wore a clean, slightly wrinkled, white shirt, a dog tag necklace hanging around his neck, and a pair of black pants; thick black boots on his feet. Hair was thick and bristled on his arms, and could be seen poking a little out from under his shirt. His black hair was slick back, with his side-burns looking properly groomed.

Right now, Logan stood in the place of Wolverine, and – aside from the extreme body hair and steely glint in his eyes – looked almost like a normal person. "What do you want Fury?" Logan demanded straight off, his was voice deep, but raspy too – like he spent his free time gargling nails.

"I need your help Logan." Nick Fury dully responded, taking a seat in the chair behind his desk.

"I figured that much as soon as you called me." The mutant grunted, uncrossing his arms to slide the cigar out of his mouth with one hand. "But what's this about? You interrupted my Poker game at the institute."

Nick Fury leaned back comfortable in his chair, allowing his taut muscles to relax against the cool leather. Stress from the Infected has been building up behind the Directors joints for weeks, so it was nice to finally loosen them up a little. Logan noticed as Nick visibly relaxed, and took a quick note of the bags beneath the Directors eyes and the tired, less prominent way he held himself. "I'm sure you heard about the attack on the Academy a few months ago." Nick finally said after a moment.

"Yeah, what about it?" Logan asked, folding his arms again. "I heard Spider-boy got mutated or something – tough break. But I figured you had a hold on the situation."

"I thought I did too." Nick found himself replying in honestly. "But there have been some…complications."

Logan's eyes narrowed, "No kidding. And I'm guessing you want me to do something to save your ass – correct?" Nick didn't seem at all affected by the mutant's words, or even his critical tone. The super spy merely gave a half-nod, "Almost," he admitted. "Honestly, I think it'd be saving a lot more than just my ass."

Logan grunted in impatience, "Well, what is it then?"

Nick Fury grabbed the tablet that had been sitting on his desk. It held a copy of the video footage saved from the Academy (before the cameras were crushed), notes and observations on the Infected, as well as every bit of information Nick had on the mutated heroes.

The Director slid the tablet across the desk surface, where Logan grabbed it half-way. "I don't think you know the whole story," Nick noted as the tablet screen lit up. The first thing that greeted Logan was a picture of Spider, the latest one that they had. It was one of the arachnids when he was in the training room, looking up at the camera with an aggressive looking snarl on his face, the tattered Spider-Man costume could still be seen, now stretched even more thinly and ripping in a few more places; there was a wild, intelligent, (but slightly crazy) gleam in Spiders dark eyes. "We didn't release any photos to the public." Nick added after a moment.

Logan's eyes widened some, before his expression narrowed, then turned stony. "This is Spider-Man?" he huffed, voice low and tinged with a small growl. "Do you know who did this?"

Nick shook his head wearily, "Any video footage we had that could link us to the perpetrator was clipped and destroyed. I have suspicions and a few hunches, but nothing certain."

Logan didn't say anything; his eyes were fixated on the screen. After a few more minutes of studying Spider's picture, Logan swiped his finger across the screen, which showed another image – this time of White Tiger. The feline looking to be hissing, fur standing on edge, claws out and extending with her jaw wide and open, displaying her jagged teeth. Logan swiped again; the next one was of Triton.

With each new picture Logan's hold on the tablet increased. After a few minutes, once he finished looking through the pictures, he was faced with video-footage of the Infected instead, ranging from the first day in the Med-Bay, clear up to the camera smashing. "It's a lot worse than I thought." Logan muttered. "The public has no idea how bad it is?" he asked.

Nick nodded. "Yes," he grimly confirmed.

"Good." Logan grunted. He played a few of the videos; one of the first ones was when Dr. Connors moved Spider-Man to a secluded room in the Med Bay. The room was momentarily filled with the sounds of yelling and growling and screams of pain as Spider-Man fought back the doctors and agents that held him down so he could be strapped to the bed and wheeled away. It was hard to pin-point the screams to Spider-Mans; these were loud, crazy, and deranged – like a rapid animal going on a blood rage.

Logan's expression remained stoic, but his grip on the device never eased up. The mutant watched a few more videos, some of when Spider-Man broke out, and some of the rest of the Infected in the Med Bay; groaning in pain and looking absolutely miserable with their lives. The expressions on those kids' faces didn't just resemble teenagers – children – in pain, but the kind of look of tortured patients, people being tormented and twisted till they were driven to insanity.

Logan's eyes were hard and fierce; he understood tortured agony as much as anyone. His time at Weapon X wasn't a pleasant one, that's for sure. But he was a grown man when it happened to him; these…these were just children. Albeit, teenage children, but children all the same. The fact that someone out there willingly did this to them made Logan furious.

Taking a deep breath, the mutant dropped the tablet back on Nick Fury's desk before he accidentally broke it. Logan leaned over the desk and looked directly into Fury's eye. "What do you need me to do?" Logan asked.

"First things first," Nick replied. "I need visual inside the Academy."

 **BOOM! Done! Yeah, Logan is here to help!**

 **I really don't want to be restricted to an update every two weeks. That sucks.**

 **I'll REALLY try to have the next chapter by next Thursday/Friday.**

 **When the next USM episode airs, I always do a review of it on my tumblr, here it is once again ultimatespidermanfeels . tumblr. Com (you guys go there and watch me ramble about Spider-Man there)**

 **So I hope you guys enjoyed this chapter, and – what? Oh wait, you guys are waiting for a surprise aren't you? Very well, I was half wondering if you guys remember the chapter above, or if you were to busy thinking about what the surprise is.**

 **Well, here it is: *clears throat* only two more chapters then this story will be over. Surprise!**

 **(What I never said it was a GOOD surprise XD #EvilAuthor)**

 **P.S You're lucky, this chapter was supposed to be bigger and you guys were supposed to have only ONE chapter left. But I didn't want you guys to wait any longer, so its split into two other chappies! Tell me what you guys think is going to happen!**

 **Love you all!**

 **-I'm out!**


	28. Silk Tunnels

**Hey guys! Here's the second to the last chapter. Kind of a big one, isn't it.**

 **Now I need you all to listen! I posted some fan art for this fic on my tumblr. On ao3 and wattpad I can just upload the fan art with the chapter, but I can't do that for FF, so if you guys want to see it, then you can go to my tumblr: ultimatespiderfeels . tumblr . com**

 **Or you can visit my other accounts if you want to be lazy. My ao3 account is Mystery_Name and my wattpad account is OfficialUSMWriter (like this one). So far its only a picture of Spidey BEFORE he was completely mutated, based around "Loose Part 1, 2, and 3). SO you guys can check that out if you want. I'm going to work on some art for the rest of the Infected – till then, you can have that.**

 **Anyway, here's your chapter!**

In the Academy…

Spider focused intently on his work, eyes narrowed and intense as his hands flew; pulling web strands out of his wrists and plastered and weaved them together almost hypnotically. The only sound he made was the huffy breathes he made to himself as he thought deeply.

Peter was silent as well, Spider could feel its presence in the back of his skull, but the voice made no move to talk, or even criticize, Spider. The silence was welcome; Spider was too agitated to argue with Peter anyway.

Stepping away, Spider examined his work and gave another huff, this time of satisfaction. Without another glance he stepped farther up the hallway and started weaving strands again and putting them on the wall. Zabu sat curiously at the end of the hallway, watching Spider with intent eyes, occasionally cocking his head to the side in question. But the giant cat never openly questioned Spider, he too could tell the Pack leader was fuming and knew better than to interfere.

Spiders' occupation with his webs wasn't particularly hard, but as he stepped back to view his progress again, he rubbed his wrists as a throbbing ache spread through them. He didn't usually produce and use this much webbing at one time, and it was taking its toll on his body. But Spider stilled hummed approvingly at his work, feeling pleased enough that it made the ache all worth it. Sighing with content, Spider turned from his wall and lumbered toward Zabu. The giant cat shifted and made room so Spider could sit next to him, resting his head on the arachnids leg as soon as Spider was situated.

Allowing himself to relax, and giving his wrists a break, Spider leaned back and closes his eyes, feeling a small bloom of exhaustion open inside him. Spider wasn't sure how long ago he had escaped this prison, but he was missing his moment of freedom more and more as time went on.

He couldn't wait to feel the Sun again, and finally breathe fresh air. Now that Spider knew what proper air was, this musty, dusty air was suffocating. He also noticed just how dark it was here, there were shadows everywhere, the cases on the ceiling (light fixtures or just light as Peter identified them) were dead and dark. Occasionally a few might turn on, Spider guessed it was because of the people watching him and his Pack (though Spider was pretty sure he destroyed all of the looking boxes – video cameras – that his enemy used). But even with the dull, nearly lifeless light, it just seemed to dark. Besides, this light wasn't very warm, not anything like sunlight, which was really disappointing.

The food was tolerable, but Spider's Pack needed to hunt, it was in their blood. Spider often caught Tiger or Zabu crouching or prowling in the shadows, watching Squirrel Girl or Rhino or even Triton. As soon as their victim wasn't watching, they'd dart out of the shadows and attack. Of course this was more play than real hunting, and Squirrel, Rhino, and Triton were never harmed. But it just wasn't right.

Even Squirrel Girl purposely hid her treasures in complicated spots and corners so she could find them later, usually trying to distract herself so she'd forget where she put them. Triton would wade in the water, sometimes the water would flip from a splash and Triton would twist around and snap at something with his teeth – just for him to realize there was nothing there. Rhino didn't hunt though, he didn't need to.

But as food kept appearing, those instincts were leaving. Zabu, Triton, and Tiger weren't practicing hunting anymore, and Squirrel Girl didn't try to scavenge as much as she used to. They all figured they didn't need to hunt anymore; the food was always there for them.

It made Spider wonder if their Captors were purposefully giving them food so their hunting instincts would be abandoned. Without hunting, skills such as fighting and defensive tactics eventually faded too. Without a way to defend themselves, and their attacks not as strong, Spider and his Pack were vulnerable to their Captors; they'd be weak and dependent.

Spider hissed inwardly, not wanting to disturb Zabu, who had fallen asleep. There was no way Spider's Pack is going to be solely relying on the Captors, but he couldn't exactly stop them all from eating. As far as Spider could tell, aside from the food given, there was nothing else edible in their prison. But Spider had to think of something, he wasn't going to let their Captors decided what they were going to be too.

With renewed vigor Spider carefully scooted out from under Zabu, as to not wake the cat, and lumbered back to the wall. Crouching down, Spider began to weave more silky strands again, bitter thoughts of anger and vengeance swirling around his head as he did.

Peter remained quiet.

 **Line Break**

"What's he doing here?" Tony demanded, jutting a thumb behind his shoulder at Wolverine, who was smirking as he pulled on his gloves, flexing his fingers succinctly.

Nick Fury regarded Tony with an apathetic look, "Why do you care?" he inquired coolly, though his face gave away that he really couldn't care less. Tony scowled at the Director, "I thought you didn't want to bring in anymore people in on this. Especially after what happened last time."

"Gee Stark, I didn't know you cared." Wolverine leered behind the billionaire, walking up to him. Tony turned to glare at Logan, standing only a few inches taller than the mutant, and internally feeling happy about that little fact. "Don't count on that Howlett, I just don't want you to mess anything up."

Wolverine snorted, looking not even bother by the height difference (but then again, maybe he was used to it) "Yes, because everything was nice and under control before." he retorted. Tony glowered at the mutant. Nick exhaled deeply and moved past the two, "I don't understand why you're so concerned about this Tony."

Tony followed after the Director, shooting Wolverine a quick dirty look as he went. "All this guy is about is hunting and destroying; do we really want him down in the Academy with the Infected? The situation is bad enough as it is! Besides, I don't understand how _he_ could help with anything anyway."

"You're just mad from our last run-in, aren't you?" Wolverine accused with a smirk, folding his arms squarely across his chest. Tony clenched his fist but didn't turn around, refusing to give the mutant the satisfaction of his annoyance. But it just made Wolverine laugh.

Nick Fury barely paid Tony any mind as he silently checked over the progress of his agents and their tasks. After almost running into the billionaire genius Nick withheld a sigh and said, "Stark, I don't care about any problem you have with Wolverine. He's going on a mission into the Academy for me, and that's that. Now get over and go do what you usually do."

"Hey, you can't order me around Fury!" Tony snapped. "I'm not one of your agents or little heroes. I'm only helping you because Spider-Man is a friend of mine."

"Then do him a favor and go back to finding a cure. Wolverines mission is none of your concern." Nick replied. The Director and the billionaire had a small stare-down, which ended with Tony stalking off with clenched fists, all while mumbling low and cruel things under his breathe

Wolverine watched Tony go with a loud chuckle, obviously not caring if the genius heard. Nick turned to the mutant, "Have you read over all the files yet?" he asked.

"Not yet, there's still a few pieces I need to look over." came the Directors gruff answer. Fury nodded, "As soon as you finish, send an agent and you'll be debriefed."

Wolverine grunted and headed off down the hall. Nick Fury walked in the opposite direction to go check on Dr. Connors. The scientist has been working almost constantly, running himself only on coffee and the occasional bagel from the S.H.I.E.L.D cafeteria. Nick appreciated Connors' efforts, but even he needed a break.

The halls of the tricarrier were inhabited with agents and guards, farther down the hall Nick spotted Natasha Romanoff walking among the agents were turning a corner and was lost from view. Fury noted that she was heading to the prison wing, he trusted the agent, but he was still curious as to what she was doing – probable interrogating a few of the villains, of anything.

But he'd investigate later; he took a different turn and was soon to Connor's labs. The Director didn't even knock as he opened the door, inside was hectic. Notes and paper littered desks and walls, empty test tubes were laying everywhere, whereas a group of tubes line the wall in the corner neatly, some a different color, all marked and labeled with loopy handwriting. Samples of blood were on one table, while another held formulas and equations. Holographic screens displayed graphs and charts; some showed the progress of the Infected such as growth, stature, genetic mutation, as well as the difference between the Infected heart-beats before and after the Academy attack.

Standing within the middle of the fray, stood the one-armed man. Purple crescents hung under his red rimmed eyes, his hair was a tangle mop of blonde whereas his lab coat was a pile of wrinkles and stains. The scientist was hunched over a microscope, adjusting the magnitude every once in a while, his used S.H.I.E.L.D tablet was laying nearby.

Nick remained where he was for a second, before coughing loudly in his hand. Connors jerked up roughly, almost tripping himself over his stool, but managing to catch the side of the table to steady himself. He looked up at Nick with wide eyes, before relaxing slowly, "Oh, it's you." He breathed.

Nick quirked an eyebrow at him, "Who else would it be?"

Connors shrugged then rubbed the nub of his other arm, "Nothing; no one, just forget about it. What do you need Director?" Nick looked at Connors a bit suspiciously, his eye narrowing slightly at the scientists' snippy tone. "Come to check on your progress." He replied back. Connors nodded un understanding, "Yes, okay-um, that makes sense." He gestured widely at the tornado of papers and numbers around him. "What do you need to know?"

"Any new progress to a cure?" Nick asked. Conners slumping shoulders was all the answers Nick needed, "No." Connors grumbled, rubbing his eyes as if to clear a fog. "That…that one stupid chemical! No, it's not even one chemical anymore! There's two more than we can't identify. TWO MORE! How can we find a cure when we can't even properly isolate the three properties that gives this virus any real power! The only one who made any real progress would be Octavius, but he's stuck in a cell now!" Connors one hand was clenched to a white-knuckle grip, a vein in his neck bulged from under his collar, and his saggy eyes suddenly look alive in hysteric outrage.

The Director watched quietly as the scientist seethed. Eventually Connors looked back at Nick Fury and realized that he was making a scene. He roughly smoothed back his hair (which accomplished absolutely nothing aside from making it messier) and attempted to straighten his lab coat a little. "I'll keep trying though."

Fury shook his head, "No." he replied.

"What?" Connors demanded, abounding a little offended, before clearing his throat and saying calmly, "What do you mean Fury?"

"I mean you've been running yourself dry trying to figure this sickness out. So I'm ordering you to take the rest of today and tomorrow off. Go spend time with your wife; she's been worried about you." Connors looked at Nick as if the Director had grown another eye. "What!?" he demanded again, not caring to hide his vindictive tone. "No, I can't do that, I've been busy, and there's still a lot I can cover and…N-no, I can't stop. Not yet." Connors turned around stubbornly and went back to gazing in his microscope.

Nick sighed and walked up to Connors. "You've done enough Curt." Nick insisted, placing a hand on the scientists shoulder. "Taking a day and a half off is not going to kill you, or the Infected – it'll do you some good of anything. Go home to your wife and son, the day after tomorrow you can get right back to work." Connors was quiet for a moment, his shoulders slumped lower, looking burdened with a heavy load.

Nick added, "And if you don't leave on your own then I'm making it an order and will personally escort you off my ship. Got it?" Connors sighed softy, "Yes Sir." He whispered.

"Good." Nick turned to leave, but as he walked a crunching caught his ear. He looked down to see a paper stuck to the bottom of his shoe. He rolled his eyes and pried it off; looking briefly at the notes scrawled over it. It was a bit more rushed and sloppy than Connors normal handwriting, but that's probable due to Connors rushed behavior.

Nick put it on one of the tables; Conners looked over at the notes, it having caught his eye when Nick Fury picked it up. "Hmm…" Connors hummed in surprise, looking as if he'd forgotten about that specific paper. "Let me see that." Nick handed the paper off to the scientist.

Connors rubbed his chin as he read over the page, mumbling soft phrases to himself like, "Maybe if I…hmm, that might work…then maybe it could…"

"Day off." Nick reminded.

"Yes, yes." Connors replied absentmindedly, stuffing the paper in his pocket, "I'm going." Nick nodded in satisfaction and left the lab.

 **LINE BREAK**

Tony Stark sat grumpily on his chair fiddling with a screwdriver and a rectangular contraption. He mumbled unflattering things about a certain dog-smelling mutant as he untwisted the cap on the back and looked over the insides. Nearby Sam Wilson and Bruce Banner watched the billionaire with perplexed expressions.

Bruce straightened the glasses on his nose uncomfortably as he asked loudly, "Uh…Tony…are you okay?"

"Peachy." came the grouchy reply.

"You don't seem 'peachy'" Sam commented. Tony merely grunted back. Sam and Bruce glanced at each other uncertainly, before Sam shrugged and rolled his eyes. "It's probable another one of his moods." He whispered to Bruce. "Just leave him alone for a bit and he should come around eventually."

Bruce eyed Sam in unbelief, "What do you mean 'another one of his moods'?" the gamma scientist whispered back. Sam shrugged boredly, "Tony just sometimes gets these moods where he shouts at everyone and just sits by himself making little gadgets. He snaps out of it over time."

"Oh, okay."

"Would you two STOP whispering?! I can hear you, you know!"

Sam and Bruce grimaced at being caught. "Er…sorry?" Bruce replied back uncomfortable. "I haven't been here for a while, and the Other Guy doesn't usually pay attention to your…uh…moods." Bruce rubbed his neck sheepishly.

"Hulks doesn't pay attention to anything other than things he can either eat or smash." Tony retorted. "And I don't have any 'moods', what are you talking about Sam?"

"Tony, you have certain moods." Sam stated wryly, going back to the information he was reading on his Stark Pad.

"No I don't!"

"Yes you do."

"No, I don't!"

"Yes you do."

"Sam Wilson!"

"Yeah, Tony."

Tony growled and threw down his screwdriver, he pointed a grease-smeared finger at Sam "I will destroy you." He commented. Sam scoffed, not even looking up from his device, "Yeah, alright, whatever you say." Tony scowled, looking like he just swallowed something sour. "I do not appreciate your attitude." He clarified.

"And I don't like your 'mood'."

"I DON'T HAVE A MOOD!"

Bruce tried, and failed, to hide a smile behind his fingers. Tony's scowl turned to the gamma scientist as he heard a stifled chuckle, "And what are you laughing at Banner?" he demanded. Bruce shook his head, "Sorry its just," he grinned, "I forgot how moody you could get."

Tony groaned loudly in annoyance, before banging his head against the table. "I hate you both." He announced. Sam and Bruce laughed in agreement. Conversation ceased after that, all three of them going back to their projects. But not soon after the talking died down the door to the room slid open.

Wolverine stepped in the room, looking as grouchy as he usually did. Tony turned and immedianly glared at the mutant, "I was wondering what smelled like a wet dog."

"Shove it Stark, you're the one that called me down here." Wolverine growled, crossing his arms expectantly. Tony snorted, rolling his eyes in slight exasperation and shot back, "And your such good boy for listening, do you want a treat now?"

Wolverine growled throatily, "Listen bub, I didn't walk up here just to listen to you whine. Either you tell me what you want or I'm leaving, and you remaining unharmed is highly unlikely in that given situation." At those words, the titanium claws of the mutant slowly rolled out of Wolverines hand, in between the knuckles, and cast bright rays of light as the ceiling fixtures gleamed off them.

Tony rolled his eyes, "Whatever." He tossed a soft, string-tied bag at the mutant. Wolverines claws shot back in his body, before catching the bag easily; rolling the black fabric around in his hands he looked back at Tony, "And what's this?"

"It's a little present." Tony dryly answered. "If you're really going in the Academy, it'd be better if you didn't completely fail." Wolverine's eyes bored into Tony's, "Hack into Fury's system eh, couldn't mind your own business. Seems just like you Stark." Tony shrugged carelessly, "If Fury's going to be sending someone like _you_ out on a mission, then I at least want to know what's its about. And F.Y.I, I didn't hack into Fury's system, its pretty obvious he was going to have you go in the Academy. Why else would Nick ask me to make a bunch of 'stealth' cameras?"

Wolverine opened the bag and rolled a few of its contents on his palm. They were small, metal sphere, about the size of marbles. The metal was smooth and clean, with a large, black circular screen on one of the sides. "And they work?" Wolverine smirked, his tone condescending and mocking.

"Of course they work," Tony snapped back. "I made them myself after all,"

"I know," Wolverine said. "That's why I asked."

Tony looked ready to strangle him. "Anything else bub, or can I leave now?" Wolverine asked, as if he was really asking permission. Tony muttered sourly at the mutant but said, "Unfortunately, no; I have one more thing." He picked up another bag and through it at Wolverine, who once again caught it with ease.

Wolverine took out this bags content as well, this was a small rectangular box with two filtered circle on each side, with a clip on the side. "That's to hide your smell." Tony said. "Your smell is _awful_ by the way."

"If I didn't know any better I'd say you actually cared." Wolverine chuckled scornfully.

"It's a damn good thing you know better." Tony sniffed. "I'm taking pity on the Infected; I can smell you and I don't even have enhanced senses. The Infected will smell as soon as you step foot in the Academy. Poor things, I just couldn't doom them to such a fate."

Wolverine put the items back in their respected bags, he sneered at Tony, "As if you can actually 'smell' me Stark, there's nothing special or enhanced about your senses."

"Thanks goodness for that." Tony agreed. "But I heard enough about it from Spider-Man to know it could prove fatal. You can leave now."

"Gladly." Wolverine growled. The mutant turned on his heels and stalked toward the exit. Over his shoulder he added "And yes, you are very moody Stark." before the doors closed.

"I AM NOT MOODY! Why does everyone think that?!" Tony whirled around and sat back on his stool. It was quiet in the lab; Tony looked up to see Sam and Bruce watching him with confused expressions. "What?" he asked.

Sam glanced at the door, and then back at Tony. "Who was that?"

"Ugh, Wolverine." Tony answered, spitting the name out as if it were poison. "Guy thinks he's so cool with his 'Hey Bub, I have six pieces of metal that can stick out of my hand', "Hey bub, I can tell what you had for dinner last night by smelling your breath', 'Hey bub, no matter how many times you shoot me with that repulsor cannon I'm not gonna die because my healing factor is practically on steroids'. Argh! That guy drives me nuts!"

Sam and Bruce glanced at each other again, listening as Tony ranted with curious, but confused, eyes. "So, is he the reason you're acting moody?" Bruce asked. Tony glared at him, "If I _was_ acting moody right now, which I'm not, than it probably would be because of that mongrel-smelling midget!"

Tony stormed over to another table which held a large variety of science equipment and got to scribbling down notes and assembling different chemicals that were scattered about. Sam rolled his eyes and went back to reading over information, Bruce shot a questioning look at the pouting billionaire, before snapping his safety glasses back over his eyes. "What did that guy – uh, Wolverine right? – do to make you so mood-er, mad?" the gamma scientist asked as he bent over his microscope.

"Just a run-in with him a few months back." Tony replied, but offered no further information. Bruce decided not to press the matter and didn't say anything else. It was quiet in the lab, nothing but the sound of clanking test tubes and the occasional tap on a Stark Pad.

But then there was a loud, "OW-SHIT!" from the corner of the room.

"Tony you should really put some safety goggles on."

"Shut it Banner, I can get sodium chloride in my eye if I want to!"

 **LINE BREAK**

(11:00 P.M)

After a long debriefing with Wolverine, and a thorough explanation of the plan, they were finally ready. It was going to be an in-and-out mission. Stay in the shadows and don't get caught; plants as many cameras as he could get in the Academy, and get out of there as soon as possible.

Tony was present on the Main Deck, along with a handful of agents and the rest of the Avengers. Agent Coulson had taken the time away from May Parker to also attend the mission (the women's company was now getting kept by Harry Osborn and Mary Jane Watson).

The teen heroes were staying out a bit later to stop a drug-deal going on down at the docks. Amadeus installed a chip that would download the transaction into his suit so he and his team(s) could watch it later. The agents waited patiently for their orders as up above Wolverine buckled himself into an S.H.I.E.L.D jet. "Any questions Logan?" Fury asked in his comm.

"No," Wolverine grunted. "Leave it to me bub; I think I can handle a giant spider, two kittens, a fish, a horned elephant, and an overgrown rodent."

"Don't get cocky Wolverine, or I think they'll prove too much for you to handle." Fury wryly scolded. Wolverine laughed lowly to himself, "Have a little faith in my Fury. Now let's get this party over with, I have a poker game to finish."

The agents looked at Fury, who nodded, which sent them all to work. The S.H.I.E.L.D jet roared to life and slowly crept its way into a speeding roll, before pushing off into the sky. It was quiet in both the tricarrier and the jet as everyone silently hoped that his mission would turn out better than the one before.

Inside the jet Wolverine unbuckled himself and went over to the sliding panel, he pushed a button and the panel rolled open. The roar of the wind snagged and pulled at him, but the mutant held his ground and looked over at the pilot, waiting for his signal.

The jet flew lower, staying only 1 mile above the water. They skimmed over the surface, approaching the darkened Academy ahead. As they got closer the pilot glanced over his shoulder and gave Wolverine a thumbs-up. Without a second thought Wolverine threw himself out of the jet and dived to the black water below.

A few moments later a faint splash could be heard over the purr of the jets engines, the pilot pulled the jet up and circled around back toward the tricarrier. In the Main Deck the spectators all tensed as soon as Wolverine hit the water. Nick Fury watched the screen that showed the conditions of the mutants body, right now showing the bodies temperature go down a few degrees due to the cold conditions of the ocean.

"Here we go." Fury murmured.

 **LINE BREAK**

Wolverine swam up to the Academy, only breaking the surface of the water to take a swig of air. As soon as he was in close proximity, Wolverine turned on the night-vision S.H.I.E.L.D installed in his mask. Able to see better, Wolverine pushed a button on his wrist gloves and his body was encased in a S.H.I.E.L.D ocean-divers uniform. Not wasting a second, Wolverine dived beneath the calm waves of the sea.

He swam far down the side of the Academy to one of the pipes and looked for an emergency access panel. Even with the night-vision in his suit, it was still hard to make out anything in the murky water. But eventually the mutant found the circular panel with the words: **Employee's Only Beyond This Point – S.H.I.E.L.D Access Only** , printed on it, along with the S.H.I.E.L.D insignia beneath it.

Wolverine pushed on the insignia, as he was instructed. The symbol glowed slightly before it split in half to display a bright screen with a red dot in the center. Wolverine held as still as he could as the device scanned him, after a moment the red dot flashed green and the words: **Access Granted** , appeared on the screen.

The panel swished open and the mutant swam in. He swam along a short corridor before coming to a decent sized room. Once inside Wolverine hit a button nearby and the room closed off. A soft whirring stirred the water, before the room filtered out.

Wordlessly, the mutant tapped his glove again and the diver's suit was gone, hiding in the folds of his suit. He strode across the room, puddles of water sloshed noisily around his heels, until he came to the opposite end. There was a low, nearly undistinguishable hum from the walls as Wolverine was silently scanned again. A moment later the door opened automatically into a long, barely lit hallway.

"I'm in bub." Wolverine said into his comm.

 _Good._ Nick Fury answered. _Down this hallway is a stair way that will lead up to the Cargo Hold, you'll be able to find your way up from there. Everything is locked down and shut off beyond this hall, try not to get caught. If the Infected find this Emergency route then it could prove to be an escape opportunity for them. I'd rather that didn't happen._

"Got it," Wolverine grunted. "Keep the overgrown kids from finding an access point out of their cage. I'm moving in."

 _Good luck._

The mutant started into the hall, his footsteps barely heard as he strode along the smooth metal surface. Once he got to the end, a wide metal door was waiting for him; Wolverine was scanned once more, this time the process taking a few more seconds than the last. But it eventually flashed green and Wolverine swung it open.

A long, narrow stairway loomed in front of him, encased completely in dark shadows; the light fixtures that dotted above were cold and dark. Wolverine subconsciously sniffed the air, but nothing seemed to loom in the darkness. He moved on, shuffling up the stairs, lightening his steps as he got closer to the top.

As he climbed Wolverine wondered what the Infected would be like up close; they seemed…intense, on a screen, but face to face was something completely different. Wolverine wasn't sure, he couldn't determine how dangerous the Infected really were until he got a look at them. According to Fury that was something Wolverine was recommended not to do, but Wolverine still wanted the opportunity to size them up himself.

But that'd have to wait. Wolverine came up to the next door, this one he had to manually open, (due to passing the shut-down point) which merely consisted of the mutant slashing open a hole small enough for him to fit through as quietly as he could manage. Once a portion of the door was gone, Wolverine looked out into the looming space of the Cargo Hold. Large boxes and metal containers made up most of the room in a maze of supplies that the Infected had yet to fully uncover.

Nonetheless, Wolverine took in a big breathe of air. Any other smell, aside the musty-dusty scent, didn't' permit the area. He stepped out and started up the hall. But a thought crossed his mind and Wolverine glanced back at the hole. He went back and scooted a few, big and heavy boxes in front of it, just to be safe. Once that was taken care of, the mutant hurried back to the task at hand.

He scoured the Cargo Hold till he caught sight of an exit; reaching into one of the tightly-closed bags hanging diagonally across his chest, Wolverine pulled out a few of the rectangular clips that Stark invented and clipped them onto his suit. As programmed, the clips hummed softly before releasing an invisible cloud around the man. Wolverine sniffed himself experimentally, and Starks invention as true to its design – he smelt nothing.

Wolverine stepped out of the Cargo Hold.

It was quiet within the Academy, so far. Wolverine walked on with caution, stepping light enough that his steps couldn't be heard – which was surprising due to the destructive and loud nature the mutant usually had. But not this time.

It wasn't until Wolverine had journeyed deeper into the Academy did he get his first whiff of one of the Infected. It was faint, but at the same time strong. Wolverine's nose crinkled in slight confusion, he bent down a little and took a better smell. It was stronger, but of anything the scent seemed fuzzy. Wolverine growled lowly to himself. It was Starks anti-odor clips – or whatever the heck they were called. They got rid of his 'smell' alright, but it is also messing with his _sense_ _of_ smell.

Wolverines comm had been quiet the whole time, but part him wanted to call up Stark and chew him out about it. But time was of the essence and Wolverine just needed to make do with what he had. Taking another whiff, Wolverine focused on what he could make out of the scent.

It was dusty, kind irritating, like an annoying itch in his nose. But he could smell, faintly, what seemed to be kitchen cleaners, and definitely fur. There was something else, maybe something metallic – but the mutant couldn't be sure. Overall, what Wolverine smelled reminded him of that of a rodent, so his first impression was that this was that one Squirrel kids' scent. Probable not as old as Wolverine was thinking, due to Stark's stupid invention – but not fresh either.

Wolverine moved on.

Farther in Wolverine started smelling more of them. Grass, dust, sweat, and…perhaps something more… _human_? Maybe the S.H.I.E.L.D hostage that Fury mentioned, if he wasn't dead yet. Other than that Wolverine, guessed it was that Rhino guy.

Sweat, dust, fur, and something definitely feline – there were two cat smells, it was a litter harder to distinguish those ones, but they were definitely the two cat hybrids.

Scales, moldy-bacteria, and fish – the mutated Inhuman prince.

And finally some with fur, a lot of fur, something sweet clung to this scent – not a good sweet, more of the sickening sweet that made your stomach twist and your head dizzy; the relative smell of poison – Wolverine had no doubts that it was Spider's scent.

Unable to get a real good smell of any of them, Wolverine still managed to catalogue those scents in his brain if ever he came across one of the Infected head on. He continued on his way. The animal odor got stronger the further Wolverine journeyed through the partially-empty structure. He had yet to find any of the mutates, but occasionally he picked up the faint sound of growling, or hissing, or even the _thump-thump-thump_ of running.

Finally though, as he rounded another corner, Wolverine stopped dead in his tracks. His eye flew across the hall, observing all that he could see. The walls, ceiling, and partially the floor had thousands upon thousands of silky strands weaving and interlocking like cold, sharp veins; Wolverine took a small flashlight out of his bag, something he stored for himself (surprisingly flashlights were almost an necessity in his line of work), and shone it across the walls and ceiling. The silky strands, definitely webs, were in an intricate, almost beautiful, pattern that flashed and seemed to glow in the light. Some strands hung off the ceiling, not very low, but within the bouncing shadows they seemed to grow clawed fingers, reaching for anything they could reach to trap in their sticky grip.

The smell of Spider seemed stronger here, a lot stronger, fresh too; as well as one of the felines' scents. This seemed as good a place of any to start hooking up the cameras. Wolverine reached to get one of Starks spheres, but a low growl and scraping sound reached his alert ears. Quickly, Wolverine dove smoothly back around the corner and pressed himself against a wall, as one of the giant cats rounded the corner.

Wolverine cursed Stark for messing with his sense of smell, knowing he should have picked up on the cats scent sooner. There was another low growl, coming from the far side of the room. Wolverine dared a small peak around the corner; this cat had a coat of orange and black, it was large with dangerously sharp claws protruding from its paws that made the high-pitched scratching against the smooth floors. Two large fangs jutted out of its maw of equally razor-like teeth. When it turns it head Wolverine saw briefly the glint of intense green cat-eyes before he turned back around.

The giant cat – Zabu the files had called it – sniffed the floor thoughtfully, the growling had stopped and was replaced with a curious mewl. Stark's anti-odor clips seemed to be working though, because the cat showed no indication of smelling Wolverine. But something was unsettling to the creature; it was beginning to grunt unhappily as it scraped its claws against the floor. Maybe it had heard Wolverine; Zabu may not smell the mutant but he could still hear.

Zabu padded closer to the corner, coming up slower as it continued to sniff the ground with both curiousness and unease. It was getting dangerously close. Wolverine tried to calm his breathing, taking deep slow and quiet breathes as to know give away his position. But the cat kept coming.

It was nearly to the corner, a few more steps and Wolverine would be found. The man could always try to back up and/or make a run for it (which really wasn't his style) but the cat would still hear him and Wolverine would only give his location away sooner. As Zabu approached Wolverine slowly willed his own claws to come out; this situation might get ugly (for both of them) real soon. The adamantium tips slowly peaked from Wolverines knuckles, sliding up slowly as Wolverine tensed. The cat was nothing more than a foot from the corner.

Wolverine got ready to defend himself, his claws fully out and pointed maliciously.

Zabu was a few centimeters away…

But then…the cat stopped. It glanced at the walls and ceiling, its eye following the line of silk that had stopped several feet from the corners' edge. Zabu sniffed the ground once more, growled in un-satisfaction, and padded back to the silk-woven tunnels. Wolverine waited tersely for signs that the cat was truly gone. Nothing moved, and the sounds of Zabu noisily trotting eventually faded.

Wolverine waited a few extra minutes, just to be sure. His heart had picked up a little speed, but Wolverine was used to this kind of tension. He looked around the corner to find the area once more abandoned. Wolverine glanced up and about at the webs, he too noticing how they came to an abrupt stop.

Maybe the cat didn't feel safe away from the silk….or maybe he wasn't allowed beyond it. Whatever reason, Wolverine knew he had to act fast. He picked out a spherical camera and cautiously moved to the corner of the hall, past a few yards of silk-walls and softly stuck the device in a corner that had a few bare spots. The camera hummed to life, its life-full hum dulling till it wasn't heard, as an electromagnet pulse rolled out and securely stuck the sphere to the wall. The blank dot in the middle grew a little bigger and the device gave a small, barely heard _beep_ , signifying that it was up and running.

Somewhere up on the tricarrier, the Main Deck cheered victoriously as the first camera flashed to life on their monitors.

The sphere then blended in with its background, making it completely undetectable. Wolverine turned to look down the next hall, this one was strewn with more silvery webs giving it a haunting feels; somehow the strands seemed to make the hall even darker. Shouldering his pack, Wolverine cautiously headed into the shadows, the people on the tricarrier watched him with rising hopes.

 **And here is the part where I give you all a big ol' explanation as to why this took so long. Well, to put it simply, life took a hold of me with a white knuckled grip, and utterly refused to let go. I'm gonna try to get the last chapter done soon, but to be honest, at the least, its going to take like 2 weeks. I know, I know, I'm not happy either.**

 **Anyway, this chapter was a bit long, so I hope you enjoyed it. One more to go and Book 1 is done.**

 **Before I go, I have one last contest. I need a name for Tony's spherical cameras, whoever can come up with one I like, they can request another one-shot for my one-shot book (which I will be completing as soon as this book is done), put the name you come up with in the comments. There can only be one winner!**

 **So excited for the "Spider Slayers" story arc in the show! Eek I'm so excited! This chapter is going a little unedited, mistakes are my own (please excuse them).**

 **I hope you all enjoyed!**

 **(also if it says titanium instead of adamantium for Wolverine, my bad, I'll fix that later *thank you Gold Testament for pointing out my mistake*)**


	29. Waging War

**Hey guys, goodness I have been so stressed lately – GRRR! I just want people to leave me alone so I can write, I'm sick of jobs, and people, and problems, and – ugh! Oh well, here's the LAST chapter for Animal Instincts: Infected Humanity! So sad, but I'm excited, cause then I can start working on book two! :3**

 **Who hoo! WHOOPIE! Also, in case people didn't hear, season 4 is going to be the LAST season of Ultimate Spider-Man, raise your hand if you're as sad about it as I am *raises hand* But they are making another Spider-Man cartoon, I'm gonna miss USM episodes but hopefully this new series will be good.**

 **But I don't plan on leaving the USM fandom for a while .**

 **But let's get back on track, last chapter, I'm gonna post one more update after this, but only as a Q &A (so any questions or reactions you have I will address then – so say all you want and you shall get answers). **

**On with the story! The end is NIGH!**

 **Oh but wait! Our contest! Here are the names people came up with (I'll keep the actual people anonymous in case people don't want their names mentioned), some people put in more than one:**

 ** _Artemis Owls_**

 ** _Super. Portable. Invisible. Durable. and Excellent. Recorder/ S.P. I. D. E.R Cam_**

 ** _Starks Spyder Eyes_**

 ** _C.A.M.'s/Circular. Automated. Monitors_**

 ** _True Eye_**

 ** _SpiderEye_**

 ** _Stealth Cam_**

 ** _Mini Watchers_**

 ** _Zookeepers_**

 ** _Beholders_**

 ** _I See All Balls_** **(hahahahaha XD)**

 ** _Invisa Cams_**

 ** _Stark Spycams_**

 ** _InvisaSpheres_**

 ** _WEBcams_**

 ** _Eye Spy Camera_**

 ** _Spidey Spyer._**

 ** _Camocams_**

 ** _Stark Security Surveillance Spheres_** **(S-Squared – XP)**

 **Guys, these are all super awesome! See, I couldn't come up with anything, so you guys are all so awesome to contribute. My top three favorite were: Super. Portable. Invisible. Durable. and Excellent. Recorder/ S.P. I. D. E.R Cam, Zookeepers, and WEBcams! I liked the S.P.I.D.E.R Cam because I can imagine Tony be illiterate that way. Zookeepers was awesome because it, not only was funny because it is pretty much a zoo in the Academy, but it also reminded me of Hulks Zoo (the glass one I made a ones-shot about), which would hold both humor and sentiment. And then WEBcams because I just love all the spider related names!**

 **But there must be one winner and our winnr is… Zookeepes, the name created by bellekitten! Congrats bellekitten! You can either PM me your one-shot request (or list it below) or (yes I added a surprise prize) you get your own personal clue as to who are secret villain(s) are.**

 **Good job all of you! Thanks for contributing!**

 **Now on with the story!**

 **Animal Instincts: Infected Humanity (Book 1)**

 **Chapter 30: Waging War**

 ** _Previously on AI:IH:_**

 ** _~ Somewhere up on the tricarrier, the Main Deck cheered victoriously as the first camera flashed to life on their monitors._**

 ** _The sphere then blended in with its background, making it completely undetectable. Wolverine turned to look down the next hall, this one was strewn with more silvery webs giving it a haunting feels; somehow the strands seemed to make the hall even darker. Shouldering his pack, Wolverine cautiously headed into the shadows, the people on the tricarrier watched him with rising hopes. ~_**

Wolverine moved swiftly through the Academy, sneaking around corners and ducking into shadows, setting up cameras as continued his nerve-steeling trek through the building. After the close-call with Zabu, Wolverine had remained on alert, ready for anything else that might pop up. But so far he hadn't seen any of the other creatures making up this "Pack".

The hallways were bare and silent, but covered heavily with silvery webbing; occasionally howls or hisses echoed off the walls and Wolverine would dive for cover, but nothing ever openly presented itself. The Anti-Odor Clips worked wonderfully, Wolverine would admit, but they did have the set-back of blocking off his sense of smell.

Oh well, Wolverine would just knock Stark up the head as soon as he got back.

Wolverine rounded another corner, he set up another camera in a small cranny by the wall, before he continued he hesitantly sniffed the. Still nothing, but that just might be the cause of the Clips. Wolverine crept close to the wall, careful not to touch the strands as he peered into a room that the hall opened up into.

It seemed to be one of the classrooms, judging by the rows of desks anyway. The webs covered some of room, but stopped more toward the center, looking sloppier and less carefully done, as if the arachnid in charge had grown inpatient and left his work for later. Wolverine journeyed further into the room, stepping over chairs that had been shoved over and walking around upturned desks. He scoured the perimeter of the room, staying near the walls.

The room seemed dusty and deserted, a place not commonly used for any recent Pack 'activities' – aside from the strewn around furniture, the place look almost untouched really. Wolverine shouldered one of his bags a little, before shaking his head and backing out of the room, there was no reason to put a camera in here if the Infected didn't even use the space.

But as Wolverine turned and walked away, he hit into a chair and went sprawling on the ground, the chair getting tangled in his legs. "Aw Hell!" Wolverine cursed, kicking the offensive piece of furniture away hastily. He listened carefully for any signs that the ruckus was heard.

The silence of the halls, while not surprising, still sent a chill down the mutants' spine. He decided it was probable better to move along than stay in one place for a long period of time. Wolverine checked the Anti-Odor Clip; it was still secured to his suit and looked seemingly unharmed.

Good.

Wolverine hoisted himself up, using the wall as support. But there was a weird texture to its surface, Wolverine glanced over and cursed again. He pulled his hand from the wall but it was too late. The silk strands thrummed and vibrated up on the wall, the connected strands all seemed to vibrate each other and a low hum emanated into the room.

It took only a few heartbeats before the murderous roar of an infuriated arachnid to fill in the quiet space in the Academy. Wolverine ran for the exit to the room but he could already hear the Infected running toward this place, led by their leader. Wolverine cursed colorfully again and looked hurriedly across the room for any cover.

There wasn't much, just desks and chairs. The sounds were getting louder, Wolverine could always try and make a run for it down the hall and take a turn which would lead him away from this dead-end, but judging by how loud the Infected were getting, they'd be on top of him in seconds, not nearly enough time to make it down the hall even if Wolverine ran as fast as he could. Standing and fighting the Infected probable wouldn't be a good idea either; of course if Wolverine couldn't find a way to stay hidden, then fighting them might be his only option.

Wolverine turned and ran clear to the end of the room, there was a big desk there with a back to it, it might be a tight squeeze but Wolverine could probable fit in behind it if he sucked in his gut. The mutant dove and rolled behind the desk right as the Infected turned the corner and barreled into the room.

Snarling and growling rang loudly in Wolverines ears, louder even due to his hearing. Desks and chairs were rudely thrown to the side as the Infected filed into the classroom, the mixed scents of rodents, chlorine, and poison burned his nose, and no amount of Anti-Odor Clips could oppress such a smell. Wolverines nose wrinkled in disdain as the protrude scents clashed together and seemed to almost literally bash his nose.

There was a loud hiss that quieted the other creatures, something walked further into the room, something big. There was the smallest hole puncturing the back of the desk where Wolverine hid. The man squinted and looked out to survey the mutates.

If Spider had looked big and intimidating on a S.H.I.E.L.D tablet, it was nothing compared to how he looked now – even through a small eyehole behind a desk. Spider was big, really big, nearly the size of the Hulk, covered from head to toe in dark, intense shades of brown, well - aside from the remains of his once-bright costume which looked stretched near to its breaking point across the arachnids immense body. Four other arms protruded from its sides, a few barbs decorated along its arm and sharp talons poked from its fingers. The hole wasn't big enough for Wolverine to see Spider entirely; the arachnids head towered above the desk and was cut from view.

But Wolverine's seen enough to finally grasp why Fury and the heroes seemed so desperate about the situation. The Infected didn't just look deadly; they probably acted just as beastly as they looked.

 _What did you get yourself into Bub?_ Wolverine thought to himself, finding it hard to believe that, that towering creature had once been the small, talkative kid who was a little too obsessed with making quips. The same one that, while was incredible annoying, still had somehow obtained respect (maybe even fondness) from Wolverine over time.

The comm in Wolverines ear buzzed for just a moment; as if someone was gonna start talking, before it cut off abruptly. Wolverine was thankful; he really didn't need someone talking in his ear right now. Spider was sniffing the room, walking along the perimeter, the same way Wolverine had done just moments before.

The arachnid stopped near the spot Wolverine had alerted them to his presence, one hand tracing the webs thoughtfully. Spider hissed in frustration, Wolverine couldn't help but notice how paranoid the arachnid seemed. Sniffing the air, and jerking his head around as if trying to find something, _anything_ , that seemed out of place; but, of course, found nothing.

But, as Spider scoured the room, its gaze landed on the desk. Wolverine held his breath, faintly wondering if Spider could detect breathing. There was a pregnant pause, nothing moved; it was as if the room and its occupants were suddenly made of stone. But then the silence was broken by a familiar _thwipping_ sound that caught onto the edge of the desk and Wolverine swore.

He rolled away from the desk as the object was tore from its place and thrown into the opposite wall. Spider roared in triumphant at seeing Wolverine, as if he had known the mutant was there the whole time. The rest of the Pack broke out of their obediently silent state and snarled and snapped at Wolverine in both anger and grim excitement.

"Shit! Fury I've been caught, your mutates found me." Wolverine shouted into the comm.

Fury also swore into the comm, " _Alright Wolverine drop more cameras as you go, and try and get out of there, as soon as possible. I don't need anyone else getting stuck down there."_ Wolverine didn't reply. Zabu jumped closer to Wolverine, snapping his teeth at the mutant in glee.

Wolverine snarled before growling back at the Infected loudly and with fierce intensity. This surprised the mutates, it actually proved to successfully shut them up for a moment and even caused Zabu to take a hesitant step back. Wolverine chuckled; he eased himself into a defensive stance, his adamantium claws shot out of his knuckles.

This time the whole Pack took a step back, regarding Wolverine with uneasy eyes, they sent fleeting glances up at Spider, as if waiting for the arachnids view on this new enemy. Spider was watching Wolverine with interest, now that Wolverines sight wasn't cut off from under a desk, he could see Spider better.

Two grotesques pinchers jutted out of its jaw, a pair of intense fangs could be seen and when Spider hissed, revealing them more, the sickly sweet smell got stronger. But what was really intimidating about Spider were his eyes; eight of them, pitch black and glaring with such emotion is physically startled Wolverine into flinching. But aside from that, his eyes were keen and intelligent, by looking into his eyes Wolverine could tell that Spider knew a lot more than what Tony, or Fury thought he did. It was kind of unsettling.

Spider hissed at Wolverine once more, and sniffed the air afterward. Spiders' eyes narrowed in both frustration and confusing; it looked utterly perplexed that Wolverine had no smell. "Heh, no smell Bub, whatcha ya gonna do?" Wolverine chuckled. Spider tilted his head to the side.

The Pack took a step forward, looking ready to fight. But Spider snarled lowly at them and they obediently backed off without hesitation. Spider stepped closer to Wolverine, their size difference was laughably obvious as Wolverine had to crane his neck to look up at Spider. The arachnid was watching Wolverine with curious but malicious eyes – like it was studying the mutant, but was ready to tear the mans' throat out without so much as a blink of regret at the same time.

A sound rumble from Spiders throat, Wolverine held his claws in front of him, waiting for Spider to make the first move. But then, it did something else. Spider opened its mouth and said, "Wolv-erine."

Wolverine stopped. How did this creature know his name? According to the files Spider was like a whole other being, he didn't know anything about this world; he didn't know anyone beyond his Pack and those who attacked him. He did show some signs of understanding his environment, but this was Spiders first time seeing Wolverine; how was it that it already knew his name? Unless…

"Spidey?" Wolverine asked, unease was clear in his voice, but he dared allowed a spark of hope. Spiders' lips split back into an icy smile, displaying his fangs at the same time, in a way that sent cold chills scratching down Wolverines spine. That was definitely not Spidey.

Spider lunged for Wolverine, the mutant rolled out of the way, "RAH!" he growled, slicing at Spiders leg as the creature flew past. It wasn't a fatal wound but it might slow the arachnid down. But Spider merely whipped back around to face Wolverine, its eyes were set on him, the bleed slash in its leg didn't seem to startle the arachnid at all. Spider roared again and this time the Pack roared along.

They attacked from all sides, Spider on Wolverines left, and the Infected on his right. Wolverine dodged a swipe from Tiger and slashed at Spider again. The arachnid darted away this time, giving Wolverine just enough space to dive out of the circle of fur and claws he managed to trap himself in, and broke out into a full out run from of the room. He heard the excited growls follow behind, but didn't look back.

"Damn if Fury, we're out of time. I'm either getting out now, or I'm not going to be able to get out at all." Wolverine snarled into his comm.

" _Do you think you can lose them_?" Nick asked.

"Probably," Wolverine huffed, "I might need a distraction though, these things are as persistent and bloodthirsty as Deadpool…it's just as annoying as him to."

" _Well, we have a bit of trang gas left in the Academy's system."_ Nick admitted. " _That should be a good enough distraction."_

"Why didn't you think to do this earlier?" Wolverine growled, behind him the cries were getting louder.

" _Because the trang gas as a limited effect on them_ ," Nick informed the mutant. " _As soon as their gassed you'll have a countdown before their back up and running, and there is only enough for one go. If we use it, it has to count._ "

"Well, today might be the day Bub – Huh? AHG! There was a sudden shriek from behind and a huge explosion a moment later. Wolverine went flying up with a shout, and hit into a wall just as quickly. He groaned lightly, but any damage he would've had was instantly healed as the mutants healing factor got to work.

Wolverine was back on his feet just as Squirrel Girl jumped from the wall and landed on top of him. Immedianly she sunk her teeth in Wolverines shoulder. The mutant gave a brief cry of pain, before swearing loudly and punching Squirrel Girl roughly. The mutate gave a small wail, her hands going up to cradle her face where a gash on her cheek, due to Wolverines claws, slowly started dripping blood.

It wasn't too deep; Wolverine knew how much Nick wanted them unscathed. But you know what? Wolverine wasn't going to lose an arm to them without some consequence. Behind him Spiders' eyes blazed with fury, it roared and sent a flurry of webbing at the mutants back.

Wolverine grunted as he was aggressively forced backwards. He twisted around and sliced the webbing from his back; Wolverine jumped back to his feet and sprinted away; but he didn't very far before more webbing hit Wolverines back with enough force to knock the mutant to the ground.

Before he could react more webbing followed, securing Wolverines legs and one of his arms. "FURY YOU HAVE TO GAS THEM NOW!" Wolverine bellowed into the comm; whatever the Director said back was drowned out by the blood-thirsty shouts of the Infected as they surrounded their prize. Spider walked up closer to the mutant, salivating as Wolverine tugged fruitlessly at the webs. A familiar, disgustingly sweet scent hit Wolverine in a wave and almost made him gag.

Spider hummed jeeringly, before his lips pulled back to display his fangs, which were now filled with poison. "Fury!" Wolverine shouted again, his free hand swung over to cut the webbing. Spider saw and lunged.

Right then a hissing sound filled the hall and a cloud of green gas sprayed from the slightly open vents, and quickly encased the space. Spiders' talons managed to slash gruesomely across Wolverines back before he was hit with the gas, a shocking and surprised grunt rose from the arachnid's throat as it swiped fearfully at the gas – as if it knew exactly what the green vapor was. Wolverine held his breath and finished hacking the remaining webs away.

As soon as he was free Wolverine zipped away down the hall, trying to find his way back by memorization. He managed to make the right turns and quickly left the silk encased tunnels. He didn't stop; Nick Fury said he had a time-limit after-all. Besides, Wolverine doubted some trang gas could keep those beasts down for long.

He quickly found the Cargo Hold and found the spot he came in. Wolverine went to push the crate he put there over, the man would admit that he was glad this particular mission was almost over; not only was it disorienting to see that much blood-thirsty rage from one creature, but the fact that, that blood-thirsty creature was a kid Wolverine knew, sickened him. But it was pretty much over now, and with the Infected unable to detect his scent, they'd have no way of tracking him to their (probable) one escape.

Since the thought crossed his mind, Wolverine took a few seconds to make sure the gear S.H.I.E.L.D provided him was still intact. There were still a few remaining cameras left, but Nick would have to deal with not having a few up. The diver's suit didn't feel damaged, but even if it was Wolverine could probable make it up to the ocean surface before he passed out from lack of oxygen. His comm was, surprisingly, fine and unharmed.

Finally, Wolverines hand reached over to brush over the Anti-Odor Clip, just to be reassured that it was still there and running, but was instead shockingly horrified when he felt nothing. Wolverine looked around him desperately, but the clip was nowhere to be seen.

It must have fallen off at some point while he was being pursued, which meant…

Which meant the Infected could smell him now, they could track him. Track him right here in the Cargo Hold, where their _one escape_ stood waiting. Wolverine cursed, he cursed and swore and very near punched a hole through the freaking wall.

Of course, of freaking course SOMETHING had to go wrong.

"Fury, got 'nother problem." Wolverine gruffed.

 _"What now!?"_ Nick demanded.

Wolverine sighed, his fist clenched in rage. "The Anti-Odor Clip Stark made, it's gone. It must've fallen off while your _heroes_ tried to tear me limb from limb."

Nick was silent, no doubt feeling the same frustration as Wolverine. " _Can nothing go right_?" the Director muttered bitterly. " _We CAN'T let them out Logan_." Wolverine humphed in agreement, that much was pretty freaking clear. It'd be a blood-bath if those creatures managed to get out of the Academy, it was no doubt that fish-guy would have no problem swimming to New York. Spider seemed pretty intelligent too; Wolverine wouldn't actually be surprised if it found a way to the city as well.

"I know Fury," Wolverine sympathized, already hurrying away from the exit. "I have a plan." but first, he needed to get as far away from the Cargo Hold as possible.

" _Logan_." Nick warned, a tint of skepticism underlined his tone.

"We can't let the Infected out Fury." Wolverine stated factually. "That was my only way out, but it also happens to be _theirs_ too. They can track me now, I'd be leading them straight out."

" _Where are you going with this Logan_?" Nick demanded, though Wolverine suspected he already knew the answer.

"It means I'm not leaving the Academy." Wolverine stated. "It's the only option that involves a highly likely chance of the Infected staying put."

It was silent after a moment, symbolizing that Nick Fury knew Logan was right. The mutant was racing through the Academy, back-tracking his steps before going a new way, only he lingered in the halls, as to bear his scent on the walls better. He needed the Infected to track him far away from the Cargo Hold, far enough away that they might not suspect anything.

Farther out into the Academy, Wolverine heard the Infected slowly (one by one) roar back to life, the trang gas officially unleashing them from its clutches. They'd find his scent in seconds.

A new voice flitted over the comm, " _What the hell Wolvie_!" Tony shouted into his ear. " _Since when did you become some self-sacrificing, boy-scout dummy_?"

"Probable after the last few missions I went on with Spider-Man." Wolverine replied back honestly.

Tony was quiet. " _Idiot_." He muttered solemnly after a moment.

Wolverine snorted, "You'll get over it."

" _Ha! Over you? Please, there was nothing to get over in the first place_." Tony stubbornly objected.

"Whatever Bub, you know you'll miss me. Oh, and Stark,"

"What?"

"Your inventions are shit."

The offensive shouts of Tony came lashing out right after, sputtering curses along the lines of " _ungrateful_ _ **little**_ _shit_ " and " _I hope you get your head chewed off_ " Wolverine knew Tony probable didn't mean it, but it still made him laugh loudly. Wolverine could hear the Infected getting closer; it was time to wrap things up.

"Fury, you better hurry and find a cure for this thing." The mutant grumbled. "I don't want to be down here for long." and not just because it smelled like an actual zoo down there.

"We'll keep working on it." Nick assured. Wolverine merely grunted in return "And keep this comm linked to the tricarrier, I might need to contact you later." And then without another word he took the comm from his ear and put it in his bag. He didn't need that falling out and getting lost either.

Taking a deep breath, Wolverine stilled his nerves. These next few minutes were going to be horribly painful and definitely not healthy for the human body, but eh – what were healing factors for? Wolverine turned and broke out into a run once more as the Infected snapped around the corner.

 **LINE BREAK**

It did not take long before Wolverine was overtaken again.

He made it a good 9 yards before something thick, sticky, and forceful struck him in the back and the mutant went flying. He landed roughly a moment later, sliding a little across the floor and hitting into the wall.

The white Tiger was the first one to get to him. Sharp teeth punctured Wolverines calf and pulled him a little ways forward before the teeth ripped through muscles and tendons sharply, spraying blood on the floor and speckling the she-cats white fur. But her teeth clicked against something hard, something she couldn't break – adamantium bones. Nonetheless, Wolverine gave a loud shout of pain and kicked the feline aggressively in the face. There was a small crunch from Tigers nose and she pulled away abruptly, yelping a little, before she was growling again just as fiercely, before lunging forward and locking her jaw over the mutant's foot.

Wolverine yelled and bashed Tiger repeatedly with his good foot, but she wouldn't let go. Zabu was there beside Tiger in no time and attacked Wolverines other leg; shredding muscle and skin there easily with his claws and teeth, also unable to affect Wolverines coated skeleton. No sooner did Zabu appear before Squirrel joined in the fun and went to finish the job she started on Wolverines shoulder, leaving the arm useless. Then there was Triton, who lashed out at Wolverines opposite arm, slicing at it with his spiked-webbed fingers.

Faintly, through his screams and agonized state, Wolverine realized that they weren't killing him – just immobilizing him by slicing through muscle, tissue, and tendons (because they couldn't harm any of his bones).

Wolverine saw Rhino and Spider lumber in the room through blurry eyes. Vulture was there too, though he stood behind Spider, shaking with exhilaration and watching the bloody scene before him in excitement – as if he wanted to join in. But the bird-mutate kept glancing nervously at Spider, and despite his body shaking with bloodlust, he remained glued to the floor.

Rhino tossed his head around before ducking, and pointing his sharpened horn at Wolverine, straight at his chest.

Oh, immobilize, and then kill. They were definitely catching up on team-dynamics.

Rhino huffed and pawed the floor with his hoof, and Wolverine mentally braced himself for what was to come.

But then it didn't. Up ahead, before Rhino could charge, one of Spiders hands faintly brushed Rhinos neck with its talons and Rhino stopped pawing the floor and obediently backed away. Spider stepped forward, Vulture went to walk with it, but Rhino forced the bird back with his horn. Vulture squawked indigently, and looked at Spider for help, but the arachnid didn't even turn around as it hissed softly at Vulture.

Vulture seemed to glare, but otherwise didn't put up a fight.

Spider approached Wolverine, who looked like nothing but a bloody mess now. It towered over the mutant, looking over the damage its pack inflicted in…was that pride? A sick, disgusted feeling thrummed now, along with the pain in Wolverines head and body.

But then Spiders head tilted to the side, as if he were listening to someone. But that could've been illusions of Wolverines mind due to pain and blood-loss. Spider leaned forward, getting a closer look on Wolverine. It took the mutant a moment to realize that the arachnid was watching as Wolverines cuts and bruises slowly, but surely, started sealing themselves up.

Spider grunted in confusion. He hissed at the other, and they hesitantly unlocked themselves and backed away from their bloodied prize. Spider leaned down farther and watched Wolverines amazing healing process in quiet fascination. Wolverine watched the arachnid was closely as he could, which was pretty hard when your body felt like it was in a meat-grinder.

Experimentally, Spider dragged his talon across Wolverines torso, watching as both cloth and skin broke and start to bleed. But no sooner did the cut appear before the blood stopped and the wound closed, becoming a pink scar, before fading and disappearing all together.

Curiosity and wonder lit up in Spiders many eyes, but at the same time a glint of frustration. Despite himself, Wolverine gave a low, gravelly laugh. "Wasn't expecting that bub, were ya?" he smirked; blood trickled out of the corner of Wolverines mouth. Spiders' eyes hardened like black diamond, and reached over and clutched the bag strap, barely secure over Wolverines body, and using it to drag Wolverine up to him.

"Wolverine…can't…die." Spider pronounced each word and syllable carefully, rolling them around in its mouth, but said it like it was a well-known fact. "We'll see." The arachnid hissed exceptionally, a challenge ringing clear in its words.

With that, Spider violently swung Wolverine in an arc and bashed him into ground. But the arachnid didn't stop there, and did it again and again and again, until there was _SNAP!_ And the bag strap broke. Wolverines' body flew into a wall, and then crashed onto the floor in a bloody heap.

Spider held the bag up by the broken strap, a loud clutter of noise followed as the bags contents spilled onto the floor. Spider blinked curiously, a low hum touched his keen hearing before a metal sphere seemed to blink, before shooting across the floor and connecting itself to the wall. The sphere blended in a moment later.

 **LINE BREAK**

Spider looked down at the shiny circles – orbs, spheres, something like that – and watched as one of them rolled along the floor and came to a stop at its feet.

Another sphere had flown into a wall and disappeared a moment later. What were these weird things? How did they disappear? What were they for?

Peter was still oddly silent in Spiders head, the arachnid could feel him there, but the voice had gone completely silent. Spider wondered if Peter was hurt, and that was why he wouldn't speak. And if so, how did Spider help that?

Spider didn't know, and Peter had turned useless.

Spider bent down and picked up the one by his foot, and rolled it curiously in his palm. Spider-sense didn't tingle, so it mustn't be dangerous. The arachnid sniffed it, but it didn't smell like anything either. Hmmm…how odd….

But then, all of the sudden, the sphere hummed and vibrated slightly in Spiders hand, causing him to flinch slightly. A black dot appeared on the sphere, it grew a little in size before suddenly the sphere tried to fly out of Spiders hand. Spider clutched it harder, fighting against the sudden force that overcame the small sphere. It wasn't strong enough to escape the arachnid's firm grip, but Spider could feel it still pulling itself toward the wall.

Spider glanced over at the Wolverine, the infiltrator. This human was strange, a lot stranger than the other ones. Spider didn't recognize him at first, but at seeing the human it had struck Peter out of his silence. All Peter had to mutter was: _Wolverine_? And a flash of memories followed. Missions in a jungle, a trek through obstacles with the Captain, and…a strange memory that involved Spider with Wolverines claws – Spider was able to get a lot of information out of it, including the fact that this particular human could heal fast – a lot faster than normal people.

It was intriguing, but…frustrating at the same time. Spider will admit that he was extremely satisfied with how his Pack managed to take down Wolverine, it showed that they were strong, resilient, and would not tolerate humans sneaking into their home. Well, to them its home, but soon enough they'll have a new one. One with fresh air and sky and open space and sunshine; Spider was going to make sure of it.

And to do that, he needed to be alone with his Pack, he needed to find a way out, he needed to teach them; and he needed to do it without their Captures, without _S.H.I.E.L.D_ watching and messing with their every move. Spider thought he got rid of the cameras in his prison.

But apparently he was wrong. S.H.I.E.L.D was persistent; this Wolverine was an example of that.

Which brought back the question… _what are these spheres_?

Spider directed the question toward Peter, and he could feel the voice shift uncomfortable within his mind. But Peter was stubbornly quiet, which led Spider to believe that either Peter didn't know what it was, or he was keeping the information to himself.

By the wall Wolverine groaned, his wounds were healing up rapidly. The human was still a red mess, but Spider was still impressed with how quickly he could recover. Nonetheless, Spider turned and grunted at Rhino and motioned to the human. Rhino soundlessly strolled over by Wolverine and placed one hoof on the humans back.

It wasn't to hurt the human, not yet, but only to keep him pinned down. Wryly, it reminded Spider of when he and his Pack and been pinned down, how weak and helpless they felt. Spider hoped that's how the human felt now.

Turning his attention back to the spheres, Spider picked up another one, which also hummed to life and he watched as it went through the same process that the original one did. Spider paid extra close attention, and noticed that the black dot seemed eerily familiar.

It gave Spider a creeping chill that wove in and out of his fur and through his limbs. It was an unpleasant feeling.

It was the same feeling he got whenever he looked at…the other…cameras….

Something hot and angry probed at Spiders nerves and he held the spheres in his hand a little tighter. Cameras…that's what the little black dot reminded Spider of. The other cameras, the one Spider smashed, they all had the same small, unblinking dark eye in the center. They eye that documented their every move.

They were doing it again; their Capturers were trying to watch them by camera. And they sent this human to set them up. One of the spheres crippled in Spiders palm as the arachnid crushed it in his hand.

Spider turned to where he earlier saw one of the spheres disappear into the wall. He felt around the wall, taking a moment before his talons brushed up against something that jutted out of the metal. It was a sphere alright, but somehow invisible when against the wall.

Spider crushed it.

There were more spheres on the floor, but dead, these ones did hum to life. Spider didn't care; he smashed those ones too. His Pack were watching him intently, looking curious but interested. They'd learn in due time, Spider would teach them.

Soon enough, only one sphere remained; the last sphere he held in one of his hands.

Spider lifted up the sphere so he could stare at it straight on, and he glared at it with every ounce of hate that burned bright in him. These humans wouldn't leave them alone; they kept coming back and wouldn't accept defeat. Well, neither would Spider. This was turning into something more, something bigger, something that Spider could not – would not – lose.

Spider hoped his enemies could see him through the spheres; he hoped that they could see the repulsion he held for them. And he hoped they could hear him as he said, " _You…humans, refuse to leave us alone. You attack us. You…hurt us. And you imprison us. You try to contain us and bend us to your…will….We will tolerate it no more_." The camera whined slightly as Spiders pressure on it increased.

" _You send special humans into our prison, you think you can control us. You. Are. Wrong! My_ …" Spider struggled momentarily for the word. " _family_ ," he settled on. " _Will tear you apart if you come near us; your Wolverine is a example_." A cruel thought brushed over Spider and he turned the sphere slightly so it was facing where the fallen comrade lay, still pinned by Rhino, and surrounded by Spiders Pack, all stained with blood.

Spider turned it back to himself a moment later, " _If you wish to continue threatening my Pack, then you will face me_." Spider hissed darkly at the end, poising his fangs, wishing his enemies could feel his venom. " _And if you want to face me…you will have to come get me. And that is a battle you will not survive_." With that, Spider crushed the last sphere with ease, reducing it to a pile of metal and wires.

The arachnid threw the cursed contraption down and turned to face his pack.

 _If it's a fight you want, it's a fight you're gonna get._ Peter spoke up softly, causing Spider to go still with surprise. Peter sounded smaller, weaker than he had before. _I don't think you know what you're getting yourself into Spider, but if it's a war you're gonna wage, then S.H.I.E.L.D is going to put up one hell of a fight._

Spider's eyes narrowed. Oh, he knew what he was getting into, and he was out for blood. Spider wasn't going to stop till all his enemies has tasted his venom and felt its bite.

Determination and outraged excitement filled Spiders chest, he looked at his family, his Pack – all stained with blood from the fight. He wasn't going to let them come to harm, and he wasn't going to let them be intimidated.

Something snapped in Spider and he let out a guttural roar, so loud and intense it echoes off the walls and reverberated through the prison. His Pack responded eagerly, releasing their own roars or shrieks of rebellion. Their shouts filled the building with howls of vengeful aggravation and the promise for revenge.

Their battle cry carried through the empty halls, past the silk tunnels, and - if anyone happened to be listening – could barely be heard outside of the Academy.

It rose in volume, dragging with it the vow of the Infected, the cry of feral heroes; before coming to a slow end, and was carried off in the night with a lazy, late-autumn breeze.

 **AND DONE! Wow, things got descriptive and violent in the chapter, sorry to anyone who happened to be eating lunch.**

 **Well guys…that's it! The end of Book 1! YAY! Gotta love loose ends left hangin ;)**

 **Oh my gosh, this is like, one of my first fanfics that I ever actually finished! Thank you all! I love you guys so much! You are my people! XD XD XD**

 **Also, quick shoutout to Glittercorn101 for being my 400** **th** **reviewer! 400 reviews guys! Oh, I love you all! Any questions you should do now, because I'm gonna be posting a Q &A (Questions and Answers) chapter next week (on this) where I will address any questions you have. I will also be putting up a few announcements there too, so be ready for that next Friday/Thursday! **

**This chapter went a little unedited, so mistakes are my own.**

 **Remember Bellekitten, I need your one-shot request, your camera name shall be in the next book. Which reminds me:**

 **Animal Instincts: At War With Monsters (Book 2) *coming soon***


	30. Q&A Announcements

Alrighty guys, I'm back! *whispers* momentarily….

I know I've been scarce these last two weeks, school has made it a point to nip at my heels – I wish I could kick it away, alas, tis but like a lost puppy, and I am now under his mercy.

Anyway, here's our Q&R. I will be answering reactions/questions you guys commented from the last chapter. So I hope you guys asked all you wanted, because unless you can PM me, then your question will be left unanswered. And below this, I have some announcements for ya'll to read over! Thanks! Alright, let's get started.

First up:

 **Death Fury** : Thank you! Hopefully the second book will be as successful as this one. ;P

 **Tahitiseabreeze** : Thanks bunches! An update for RM is my next priority, hopefully sometimes next Thursday/Friday or within 2 weeks. *Maybe even before, if I'm lucky*

 **The Story's Shadow** : To be honest, I was surprised it happened that easily for them too. I was just writing it, Wolverine was in trouble, Spider was being Spider, and then – BAM! Suddenly Wolverine was a bloodied mess and Spider saw the cameras! O.O  
Heh, your right, it kind of does resemble the current "Planet of the Apes", Heehee, I think I found Peter's new nickname for Spider :P I'm glad you've enjoyed it so far, I have big plan for "At War With Monsters", trust me *rubs hands together*

 **Ilikehats2** : Your…actually not far off…like…at all. Wolverine's position within the Academy is NOT going to be a desirable, let me tell you. I can't wait to post book 2! *as soon as it's a little written first*

 **Man285** : Yeah *high five* Spider can be a real fighter, that's for sure. (also, glad to see your stuck around!) (P.S: I LOVE your profile pic!)

 **Nobel Six** : Ah, thanks Nobel! :3 And thank you for being (usually) the first commenter on my book! Your support really helped me! Thanks for being there and sharing ideas!

 **Bellekitten** : Believe it cause I LOVED the name, it was just so cool I was literally blown away for a moment. I'll try to have your one-shot up soon! And thank you for reading my book!

 **Sakiko of soleana** : The S.H.I.E.L.D agent…he's not dead ;) He'll be in the next book! Heehee, I've been known to rush as well, so you're not alone there XD

 **Guest of honor** : Yep, pretty much. S.H.I.E.L.D (+ some) VS Spider (+Pack)! ARE YOU READY TO RUUUMMMBBBLLLEEE! I'm gonna try and update "RM" soon, it should be my next update *if life goes well that is* Hang in there.

 **Guest** : Thank you! Thank you! Thank you! Thank you! :3 XD

 **EmpressRulerofallThatisWeird** : That username is awesome…hush, hush little reader! I got you, don't worry, the next book should be out…well…not exactly soon, but it will be posted! *pets head* there there, all will be completed eventually. (P.S thanks for all the reviews, I always enjoyed your comments!)

 **Blacksmith59** : Thanks a million! Thank YOU for reading and reviewing!

 **Silverheartlugia2000** : Yeah, Petey's having a hard time; it's hard for him to be stuck on inside with no real way to help the situation. You know…your one of the only ones who's really shown a lot of sympathy for Peter, its nice! Peter having a really hard time right now, and its awesome that someone noticed his state.

 **Fire-disco-unicorn** : No kidding, Wolverines kind of like: _WTF!? Fury, I did not sign up for this_! But alas, tis too late to save the dear Howlett.

 **Soulangle** : *raises hand as well* Agreed! (though some people would argue that USM is a shitty cartoon, of course I just think they're either bitter because the cancelation of Spectacular Spider-Man, or they need to be a little open-minded. All shows have ups and downs.) but yeah, crossed fingers for the new cartoon.

 **Announcements:**

1) The posting of "Animal Instincts: At War With Monsters" (AI:AWWM – were just gonna call it AWWM or AWW for short), will not be until, _at least_ , December. I know that seems like such a long wait, but I need some time to go back and edit chapters, work on the one-shot book for THIS book, and also update my other books.

2) As I said above, I'll be working on "One-Shot Book for Animal Instincts: Infected Humanity" (take note that title WILL change). So you guys won't be going a month without Spider and the gang, nor the heroes. As I go along and edit the past chapters, I will be writing one-shots to go with it. So you can look forward to that.

3) I already edited the first chapter to AI:IH, I added a LOT more stuff and switched it around to flow better. You guys can go back and read it to get sense of how this book is going to (slightly) change.

4) NaNoWriMo is coming up! And I need to know which book you guys will want me to work on! The options are: "Being There for You", "Reticent Monsters", "One-Shot Book for Animal Instincts: Infected Humanity", or "Set in Stone" (betcha guys forgot that story was still there :P, also, SiS's title will also change). I need votes for which book you'll want me to consistently work on, as best that I can.

5) I will be working on fan art for "AI:HI" I already have a drawing of Peter (partially transformed) on my tumbrl! I finished one of Tiger, which I should post soon enough. Look out for more drawings as we go along!

6) And finally…hmm…I'm not sure…I think I only had five annoucments…hmm…I feel like I'm forgetting something. Eh, I'll remember it soon enough!

Guys, I can't tell how great it has been to write "Animal Instincts: Infected Humanity", it started out as just a small, shy little thing I was hesitant about even posting, to a 30-freaking page book 117,791 words long! Its amazing! And I have you all to thank for it! I know we all could have skipped past the mushy gushy stuff and avoid the waterworks, but…but *sniffles* Oh, I just love you all! I feel like you guys are my USM family! You are my people! And I have absolutely no regrets about posting this nearly a year ago.

Seriously!

AI:HI – Posted: December 24th, 2015.

AI:HI – Completed: October 10, 2016.

AGH! It just makes my heart burst with happiness guys! Almost a year! This is one of the first books I've actually ever finished, really putting my all into it. I didn't think I could do it – but I DID IT! YAY!

Thanks again guys! We can move pass the mush –n-gush now.

Its time I be done. Hope to update soon! Thanks for being awesome everyone!

-OffcialUSMWriter/Mystery_Name out!


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